SHERIDAN, Wyo., Aug. 9 /PRNewswire-FirstCall/ -- Pinnacle Gas
Resources, Inc. (Nasdaq: PINN) announced today that a majority of
its shareholders, including a majority of shareholders unaffiliated
with DLJ Merchant Banking Partners III, L.P. or the Company's chief
executive officer or chief financial officer, voted to approve the
acquisition of Pinnacle by Powder Holdings, LLC, an entity
controlled by Scotia Waterous (USA) Inc. in a cash transaction for
$0.34 per share of common stock.
The number of votes cast for adoption of the merger agreement
represented approximately 72.6% of the aggregate voting power of
the Company's common stock outstanding and entitled to vote.
The company anticipates that the closing will occur during the
third quarter, subject to the satisfaction of customary closing
conditions and the receipt of waivers from the Company's lender,
The Royal Bank of Scotland
plc.
In connection with the transaction, FBR Capital Markets &
Co. acted as financial advisor to the Special Committee.
About Pinnacle
Pinnacle Gas Resources, Inc. is an independent energy company
engaged in the acquisition, exploration and development of domestic
onshore natural gas reserves. It focuses on the development of
coalbed methane (CBM) properties located in the Rocky Mountain
region. Pinnacle holds CBM acreage in the Powder River Basin in
northeastern Wyoming and southern
Montana as well as in the Green
River Basin in southern Wyoming.
Pinnacle Gas Resources was founded in 2003 and is headquartered in
Sheridan, Wyoming.
Safe Harbor
This press release contains forward-looking statements regarding
future events and our future results that are subject to the safe
harbors created under the Securities Act of 1933 (the "Securities
Act") and the Securities Exchange Act of 1934 (the "Exchange Act").
All statements other than statements of historical facts included
in this news release regarding the proposed merger, including the
timing thereof, the likelihood that such transaction could be
consummated and other statements that are not historical facts,
including any relating to Pinnacle's financial position, business
strategy, plans and objectives of management for future operations,
industry conditions, and indebtedness covenant compliance are
forward-looking statements. When used in this report,
forward-looking statements are generally accompanied by terms or
phrases such as "estimate," "project," "predict," "believe,"
"expect," "anticipate," "target," "plan," "intend," "seek," "goal,"
"will," "should," "could," "may" or other words and similar
expressions that convey the uncertainty of future events or
outcomes. Items contemplating or making assumptions about, actual
or potential future sales, market size, collaborations, and trends
or operating results also constitute such forward-looking
statements.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond our
control) that could cause actual results to differ materially from
those set forth in the forward-looking statements, including the
following, general economic or industry conditions, nationally
and/or in the areas in which we conduct our business, changes in
the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory
and technical factors affecting our operations, products, services
and prices.
SOURCE Pinnacle Gas Resources, Inc.
Copyright g. 9 PR Newswire