United Refining Energy Announces $55 Million Insider Share Acquisition
December 07 2009 - 1:59PM
PR Newswire (US)
NEW YORK, Dec. 7 /PRNewswire-FirstCall/ -- United Refining Energy
Corp. ("URX"), a publicly held special purpose acquisition company
(NYSE Amex: URX; Units: URX.U; Warrants: URX.WT), announced that
its sponsor, United Refining, Inc., together with all of the
stockholders of Chaparral Energy, Inc., including Mark A. Fischer,
Chesapeake Energy Corporation and Altoma Energy, LLC, have agreed
to purchase approximately $55 million of URX common stock
(approximately 5.5 million shares) from certain URX institutional
investors. These purchases are being made in privately negotiated
transactions with a limited number of institutional investors with
whom URX, Chaparral or their advisors have had conversations prior
to December 7, 2009. Investors who were not previously known to the
Company and did not participate in those discussions prior to
December 7, 2009 will not be eligible to sell their shares to the
sponsor or the Chaparral stockholders. The acquired shares will be
voted in favor of the proposed merger transaction between URX and
Chaparral. On October 9, 2009, Chaparral Energy, Inc., and United
Refining Energy Corp., entered into an Agreement and Plan of
Reorganization, which was amended on November 23, 2009, through
which both companies will merge. Following stockholder approval of
the proposal transaction, the combined company will be named
Chaparral Energy, Inc. and will continue to trade on the NYSE Amex
until approval of a planned application to transfer listing to the
NYSE, where the symbols "CPR" and "CPR.WT" have been reserved. The
proposed transaction is valued at approximately $1.7 billion. The
Special Meeting of Warrantholders and the Special Meeting of
Stockholders will be held on December 10, 2009, at 10:00 a.m. and
10:30 a.m. Eastern Time, respectively, at the offices of Ellenoff
Grossman & Schole LLP, URX's counsel, at 150 East 42nd Street,
11th Floor, New York, New York 10017. The full meeting agendas are
detailed in the definitive proxy statement/prospectus mailed to all
stockholders and warrantholders of record as of the close of
business on November 20, 2009. Additional information regarding
URX, its proposed merger with Chaparral and the related
transactions is available in the definitive proxy
statement/prospectus filed with the Securities and Exchange
Commission ("SEC") on November 30, 2009, a copy of which, together
with other reports filed by the Company, may be obtained without
charge, at the SEC's website at http://www.sec.gov/. Not a Proxy
Statement/Prospectus This press release is not a proxy
statement/prospectus or a solicitation of proxies from the holders
of URX's securities. Any solicitation of proxies will be made only
pursuant to the proxy statement/prospectus mailed to all URX
stockholders and warrant holders who hold such securities as of the
record date. Interested investors and security holders are urged to
read the proxy statement/prospectus because it contains important
information about URX, Chaparral and the proposals to be presented
at the Special Meeting of Stockholders and the Special Meeting of
Warrantholders, as the case may be. About United Refining Energy
Corp. URX is a special purpose acquisition company formed in 2007
for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or assets
in the energy industry. The Company's initial public offering
("IPO") of units was consummated on December 11, 2007, raising net
proceeds of approximately $464 million (which includes the proceeds
of a private placement of 15,600,000 warrants for $15.6 million to
its sponsor), of which approximately $449 million was placed in a
trust account immediately following the IPO. Each unit is composed
of one share of Company common stock and one warrant with an
exercise price of $7.00. As of November 20, 2009, URX held
approximately $451.4 million (or approximately $10.03 per share) in
a trust account maintained by an independent trustee, which will be
released upon the consummation of the proposed transaction. For
more information on URX, please refer to SEC filings or visit
http://www.urxny.com/. About Chaparral Energy, Inc. Chaparral is an
independent oil and natural gas exploitation and production company
headquartered in Oklahoma City, Oklahoma. Since its inception in
1988, Chaparral has increased reserves and production primarily by
acquiring and enhancing properties in its core areas of the
Mid-Continent and the Permian Basin. Beginning in 2000, Chaparral
expanded its geographic focus to include additional areas of Gulf
Coast, Ark-La-Tex, North Texas and the Rocky Mountains. For more
information on Chaparral please visit
http://www.chaparralenergy.com/. Forward-Looking Statements This
press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding URX, Chaparral and the combined entity's business after
completion of the proposed transactions. Forward-looking statements
are statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and
expectations of the management of URX and Chaparral, are subject to
risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. Certain factors, which are set
forth in URX's proxy statement/prospectus mailed on November 30,
2009, could cause actual results to differ from those set forth in
the forward-looking Statements. The information set forth herein
should be read in light of such risks. Neither URX nor Chaparral
assumes any obligation to update the information contained in this
release. Additional Information and Where to Find It This press
release is being made pursuant to and in compliance with Rules 145,
165 and 425 of the Securities Act of 1933, as amended, and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy any securities. URX, Chaparral and their respective
directors and officers may be deemed to be participants in the
solicitation of proxies for the special meetings of URX's
stockholders and warrantholders to be held to approve the proposed
transactions described herein. The underwriters of URX's initial
public offering may provide assistance to URX, Chaparral and their
respective directors and executive officers, and may be deemed to
be participants in the solicitation of proxies. A substantial
portion of the underwriters' fees relating to URX's initial public
offering were deferred pending stockholder approval of URX's
initial business combination, and stockholders are advised that the
underwriters have a financial interest in the successful outcome of
the proxy solicitation. URX's stockholders and warrantholders are
advised to read the proxy statement/prospectus filed with the SEC
on November 30, 2009, as well as other documents filed with the SEC
in connection with the solicitation of proxies for the special
meetings because these documents contain important information.
URX's stockholders and warrantholders are able to obtain a copy of
the proxy statement/prospectus, without charge, by directing a
request to: United Refining Energy Corp., 823 Eleventh Avenue, New
York, NY 10019, or obtain a copy, without charge, at the SEC's
website at http://www.sec.gov/. Contacts: --------- United Refining
Energy Corp. Investor inquiries: Matthew Abenante Capital Link,
Inc. 212-661-7566 Website: http://www.urxny.com/ Media inquiries:
Gerald McKelvey Rubenstein Associates, Inc. 212-843-8013 Chaparral
Energy, Inc. Investor inquiries: Joe Evans, CFO 405-478-8770 Media
inquiries: Lisa Elliott DRG&E 713-529-6600 DATASOURCE: United
Refining Energy Corp. CONTACT: Investor inquiries, Matthew Abenante
of Capital Link, Inc., +1-212-661-7566, ; or Media inquiries,
Gerald McKelvey of Rubenstein Associates, Inc., +1-212-843-8013, ,
both for United Refining Energy Corp.; or Investor inquiries, Joe
Evans, CFO of Chaparral Energy, Inc., +1-405-478-8770, ; or Media
inquiries, Lisa Elliott of DRG&E, +1-713-529-6600, , for
Chaparral Energy, Inc. Web Site: http://www.urxny.com/
http://www.chaparralenergy.com/
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