Magnum Hunter Resources Corporation (NYSE: MHR) (NYSE Amex:
MHR-PrC) (NYSE Amex: MHR-PrD) ("Magnum Hunter" or the "Company")
announced this afternoon that the Supreme Court of British Columbia
today issued a final order approving the acquisition by Magnum
Hunter of NGAS Resources, Inc. (NASDAQ: NGAS) ("NGAS") in an
all-stock transaction structured as a statutory arrangement under
British Columbia law, where NGAS is organized. Additionally, the
NGAS shareholders approved the acquisition of NGAS by Magnum Hunter
on April 8, 2011. The transaction, which is subject to additional
closing conditions, is expected to close tomorrow, April 13, 2011.
Upon closing of the transaction, each outstanding common share of
NGAS will be transferred to Magnum Hunter for the right to receive
0.0846 shares of Magnum Hunter common stock, and NGAS will become a
wholly-owned subsidiary of Magnum Hunter.
About Magnum Hunter Resources
Corporation
Magnum Hunter Resources Corporation is an independent oil and
gas company engaged in the acquisition, development and production
of oil and natural gas, primarily in the states of West Virginia,
North Dakota, and Texas. The Company is presently active in three
of the most prolific shale resource plays in the United States,
namely the Marcellus Shale, Eagle Ford Shale and Williston
Basin/Bakken Shale.
For more information, please view our website at
http://www.magnumhunterresources.com/
Forward-Looking Statements
The statements and information contained in this press release
that are not statements of historical fact, including all estimates
and assumptions contained herein, are "forward looking statements"
as defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward looking statements include, among others,
statements, estimates and assumptions relating to the Company's
business and growth strategies, its oil and gas reserve estimates,
its ability to successfully and economically explore for and
develop oil and gas resources, its exploration and development
prospects, future inventories, projects and programs, expectations
relating to availability and costs of drilling rigs and field
services, anticipated trends in the Company's business or industry,
the Company's future results of operations, its liquidity and
ability to finance our exploration and development activities,
market conditions in the oil and gas industry and the impact of
environmental and other governmental regulation. In addition, with
respect to the Company's pending acquisitions of NGAS Resources,
Inc. ("NGAS") and NuLoch Resources Inc. ("NuLoch"), forward-looking
statements include, but are not limited to, statements regarding
the expected timing of the completion of the proposed transactions;
the ability to complete the proposed transactions considering the
various closing conditions; the benefits of such transactions and
their impact on the Company's business; and any statements of
assumptions underlying any of the foregoing. In addition, if and
when either proposed transaction is consummated, there will be
risks and uncertainties related to the Company's ability to
successfully integrate the operations and employees of the Company
and the acquired business. Forward-looking statements generally can
be identified by the use of forward-looking terminology such as
"may", "will", "could", "should", "expect", "intend", "estimate",
"anticipate", "believe", "project", "pursue", "plan" or "continue"
or the negative thereof or variations thereon or similar
terminology. These forward-looking statements are subject to
numerous assumptions, risks, and uncertainties. Factors that may
cause our actual results, performance, or achievements to be
materially different from those anticipated in forward-looking
statements include, among other, the following: adverse economic
conditions in the United States and globally; difficult and adverse
conditions in the domestic and global capital and credit markets;
changes in domestic and global demand for oil and natural gas;
volatility in the prices the Company receives for its oil and
natural gas; the effects of government regulation, permitting, and
other legal requirements; future developments with respect to the
quality of the Company's properties, including, among other things,
the existence of reserves in economic quantities; uncertainties
about the estimates of the Company's oil and natural gas reserves;
the Company's ability to increase its production and oil and
natural gas income through exploration and development; the
Company's ability to successfully apply horizontal drilling
techniques and tertiary recovery methods; the number of well
locations to be drilled, the cost to drill, and the time frame
within which they will be drilled; drilling and operating risks;
the availability of equipment, such as drilling rigs and
transportation pipelines; changes in the Company's drilling plans
and related budgets; and the adequacy of the Company's capital
resources and liquidity including, but not limited to, access to
additional borrowing capacity.
With respect to the Company's pending acquisitions, factors,
risks and uncertainties that may cause actual results, performance
or achievements to vary materially from those anticipated in
forward-looking statements include, but are not limited to, the
risk that either proposed transaction will not be consummated;
failure to satisfy any of the conditions to either proposed
transaction, such as in the case of the NuLoch transaction the
inability to obtain the requisite approvals of NuLoch's
shareholders, the Company's stockholders and the Court of Queen's
Bench of Alberta; adverse effects on the market price of the
Company's common stock or on its operating results because of a
failure to complete either proposed transaction; failure to realize
the expected benefits of either proposed transaction; negative
effects of announcement or consummation of either proposed
transaction on the market price of the Company's common stock;
significant transaction costs and/or unknown liabilities; general
economic and business conditions that affect the companies
following the proposed transaction; and other factors. These
factors are in addition to the risks described in the Company's
public filings made from time to time with the Securities and
Exchange Commission. Most of these factors are difficult to
anticipate and beyond the Company's control. Because
forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or
implied by such statements. Readers are cautioned not to place
undue reliance on forward-looking statements, contained herein,
which speak only as of the date of this document. Other unknown or
unpredictable factors may cause actual results to differ materially
from those projected by the forward-looking statements. Unless
otherwise required by law, the Company undertakes no obligation to
publicly update or revise any forward-looking statements, including
estimates, whether as a result of new information, future events,
or otherwise. The Company urges readers to review and consider
disclosures it make in its public filings made from time to time
with the Securities and Exchange Commission that discuss factors
germane to its business, including its Annual Report on Form 10-K
for the year ended December 31, 2010, as amended. All
forward-looking statements attributable to the Company are
expressly qualified in their entirety by these cautionary
statements.
Additional Information About the Proposed NuLoch Transaction
In connection with the proposed NuLoch transaction, the Company
has filed a definitive proxy statement with the Securities and
Exchange Commission ("SEC"). STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES
THERETO.
The definitive proxy statement has been mailed to the Company's
stockholders seeking their approval of the issuance of the Company
shares as consideration for the proposed transaction, including the
Company shares issuable upon exchange of certain exchangeable
shares that may be issued in connection with the transaction. The
Company's stockholders may also obtain a copy of the definitive
proxy statement free of charge by directing a request to: Magnum
Hunter Resources Corporation at 832-369-6986 or 777 Post Oak
Boulevard, Suite 650, Houston, Texas 77056 Attention: Investor
Relations. In addition, the definitive proxy statement and other
relevant materials filed with the SEC are available free of charge
at the SEC's website at www.sec.gov or stockholders may access
copies of such documentation filed with the SEC by the Company by
visiting the Investors section of the Company's website at
www.magnumhunterresources.com.
Participants in the Solicitation
The Company and its respective directors, executive officers and
other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
names, affiliations and interests of certain of the Company's
executive officers and directors in the solicitation is available
in the Company's definitive proxy statement for the transaction,
which was filed with the SEC on April 1, 2011.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there by
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Company shares and the exchangeable shares to be issued in the
proposed transaction in exchange for NuLoch shares have not been
and will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements. The Company intends to issue such
shares pursuant to the exemption from registration set forth in
Section 3(a)(10) of the Securities Act. The arrangement agreement
for the transaction contemplates that the issuance of the Company
shares upon exchange of the exchangeable shares will be registered
under the Securities Act.
Additional Information About the Proposed NGAS Transaction
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there by
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In connection with the proposed NGAS transaction, NGAS has filed a
proxy statement and NGAS and the Company will file other relevant
materials with the SEC. INVESTORS AND SECURITY
HOLDERS OF NGAS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO.
Investors and security holders may obtain a free copy of the
proxy statement and any other documents filed by the Company and
NGAS with the SEC at the SEC's website at www.sec.gov. The proxy
statement and such other documents filed by NGAS may also be
obtained for free by contacting NGAS at 959-263-3948 or 120
Prosperous Place, Suite 201, Lexington, Kentucky 40509-1844 or by
visiting NGAS's website at www.ngas.com. Copies of any materials
filed by the Company may also be obtained for free by contacting
Magnum Hunter at 832-369-6986 or 777 Post Oak Boulevard, Suite 650,
Houston, Texas 77056 Attention: Investor Relations or by visiting
the Company's website at www.magnumhunterresources.com.
Participants in the Solicitation
The Company, NGAS and their respective directors, executive
officers and other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of NGAS shareholders in connection with the proposed
transaction. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of the Company's executive officers and
directors in the solicitation by reading the definitive proxy
statement for the Company's 2011 Annual Meeting of Shareholders,
which was filed with the SEC on April 1, 2011, and the proxy
statement of NGAS relating to the proposed transaction, and other
relevant materials filed with the SEC when they become available.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of NGAS's executive
officers and directors in the solicitation by reading the proxy
statement for NGAS's 2010 Annual Meeting of Shareholders, which was
filed with the SEC on April 29, 2010, and NGAS's proxy statement
relating to the proposed transaction which was filed with the SEC
on March 9, 2011, and other relevant materials to be filed with the
SEC when they become available. Certain executives and directors of
NGAS Resources, Inc. have interests in the proposed transaction
that may differ from the interests of NGAS's shareholders
generally, including benefits conferred under severance, retention
and change of control arrangements and continuation of director and
officer insurance and indemnification. These interests and any
additional benefits in connection with the proposed transaction are
described in the proxy statement.
Magnum Hunter Contact: M. Bradley Davis Senior Vice
President of Capital Markets bdavis@magnumhunterresources.com (832)
203-4545
Ngas (NASDAQ:NGAS)
Historical Stock Chart
From Jul 2024 to Aug 2024
Ngas (NASDAQ:NGAS)
Historical Stock Chart
From Aug 2023 to Aug 2024