TransAtlantic Petroleum Approval of Agreement and Plan of Merger
December 18 2020 - 11:08AM
TransAtlantic Petroleum Ltd. (TSX: TNP) (NYSE
American: TAT) (the “Company” or “TransAtlantic”) today announced
that the Company’s shareholders have approved the Agreement and
Plan of Merger (the “Merger Agreement”), by and among the Company,
TAT Holdco LLC, a Texas limited liability company (“Parent”), and
TAT Merger Sub LLC, a Texas limited liability company and
wholly-owned subsidiary of Parent (“Merger Sub”). Under the Merger
Agreement and the Companies Act 1981 of Bermuda (the “Companies
Act”), the approval and adoption of the merger proposal required
the affirmative vote of 75% of the votes cast by holders of common
shares as of the close of business on the record date at a duly
convened meeting of the common shareholders of the Company at which
a quorum is present. At the meeting, the holders of 56,984,007
Common Shares were represented in person or by proxy, constituting
a quorum. Final vote totals indicate that 99.10% of the total votes
cast were in favor of the Merger. Of the votes cast by shareholders
not affiliated with the Acquiring Group, 86.60% were cast in favor
of the Merger.
Pursuant to the Merger Agreement, Company has
merged with and into Merger Sub and each of the Company’s issued
and outstanding common shares, par value $0.10 per share (“Common
Shares”), (other than the Excluded Shares (as defined in the Merger
Agreement)) was canceled and was converted automatically into the
right to receive $0.13 in cash.
The Company closed the transactions contemplated
by the Merger Agreement effective at 12:01 am Central Time on
December 18, 2020 and the Company’s Common Shares were suspended
from trading on the NYSE American effective as of the opening of
trading on December 18, 2020. The Company expects to be delisted
from the NYSE American and Toronto Stock Exchange as soon as
practicable.
About TransAtlantic
The Company is an international oil and natural
gas company engaged in the acquisition, exploration, development,
and production of oil and natural gas. The Company holds interests
in developed and undeveloped properties in Turkey and Bulgaria.
(NO STOCK EXCHANGE, SECURITIES
COMMISSION, OR OTHER REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
Forward-Looking Statements
Certain statements in this press release
constitute “forward-looking statements” under the federal
securities laws. These forward-looking statements are intended to
be covered by the safe harbors created by the Private Securities
Litigation Reform Act of 1995. The statements in this report speak
only as of the date of hereof, and the Company undertakes no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future developments, or
otherwise, except as may be required by law.
Contacts:
Christine StroudCounsel214-265-4763TransAtlantic Petroleum
Ltd.16803 Dallas ParkwayAddison, Texas
75001http://www.transatlanticpetroleum.com
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