Penn Virginia and Denbury Mutually Agree to Terminate Merger Agreement
March 21 2019 - 6:06PM
Penn Virginia Corporation (“Penn Virginia” or the “Company”)
(NASDAQ: PVAC) today announced it has mutually agreed with Denbury
Resources Inc. (NYSE: DNR) (“Denbury”) to terminate their
previously announced merger agreement.
“After careful consideration, the Penn Virginia
board of directors decided that it is in the best interests of the
Company and our shareholders to mutually agree to terminate our
merger agreement with Denbury,” said John A. Brooks, President and
Chief Executive Officer of Penn Virginia. “Given the caliber and
dedication of our team, the high quality of our assets and the
strength of our balance sheet, we believe we are well positioned to
continue to execute our previously announced two rig development
plan, which is expected to be fully funded from cash flow. We
remain focused on developing our assets and maximizing value for
our shareholders as a standalone
company.”
As a result, the special meeting of Penn
Virginia’s shareholders, which was to be held on April 17, 2019,
will not take place. Under the terms of the merger agreement
and the termination agreement, neither Penn Virginia nor Denbury
will be responsible for any payments to the other party as a result
of the termination of the merger agreement.
In light of this recent development, the Company
intends to provide an operational and guidance update no later than
its first quarter 2019 earnings report in May.
About Penn Virginia
Corporation
Penn Virginia Corporation is a pure-play
independent oil and gas company engaged in the development and
production of oil, NGLs and natural gas, with operations in the
Eagle Ford shale in south Texas. For more information, please visit
our website at www.pennvirginia.com. The information on the
Company’s website is not part of this release.
Forward-Looking
Statements
This communication contains certain
“forward-looking” satements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements that are
not historical facts are forward-looking statements, and such
statements include, but are not limited to, statements regarding
the termination of the proposed merger (the “Merger”) between Penn
Virginia and Denbury; the outcome of legal and regulatory matters
in connection with the Merger or the termination of the Merger
Agreement; the obligations of Penn Virginia or Denbury related to
the termination of the Merger Agreement; the competitive ability
and position of Penn Virginia following the termination of the
Merger Agreement; the ability of Penn Virginia to implement new
business strategies following the termination of the Merger
Agreement and any assumptions underlying any of the
foregoing. We use words such as “anticipate,” “guidance,”
“assumptions,” “projects,” “estimates,” “outlook,” “expects,”
“continues,” “intends,” “plans,” “believes,” “forecasts,” "future,”
“potential,” “may,” “foresee,” “possible,” “should,” “would,”
“could” and variations of such words or similar expressions,
including the negative thereof, to identify forward-looking
statements. Because such statements include assumptions, risks,
uncertainties and contingencies, actual results may differ
materially from those expressed or implied by such forward-looking
statements. These risks, uncertainties and contingencies include,
but are not limited to, the following: our ability to satisfy our
short-term and long-term liquidity needs, including our ability to
generate sufficient cash flows from operations or to obtain
adequate financing to fund our capital expenditures and meet
working capital needs; negative events or publicity adversely
affecting our ability to maintain our relationships with our
suppliers, service providers, customers, employees, and other third
parties; plans, objectives, expectations and intentions contained
in this communication that are not historical; our ability to
execute our business plan in volatile and depressed commodity price
environments; any decline in and volatility of commodity prices for
oil, NGLs, and natural gas; our anticipated production and
development results; our ability to develop, explore for, acquire
and replace oil and natural gas reserves and sustain production;
our ability to generate profits or achieve targeted reserves in our
development and exploratory drilling and well operations; any
impairments, write-downs or write-offs of our reserves or assets;
the projected demand for and supply of oil, NGLs and natural gas;
our ability to contract for drilling rigs, frac crews, supplies and
services at reasonable costs; our ability to obtain adequate
pipeline transportation capacity for our oil and gas production at
reasonable cost and to sell the production at, or at reasonable
discounts to, market prices; the uncertainties inherent in
projecting future rates of production for our wells and the extent
to which actual production differs from that estimated in our
proved oil and natural gas reserves; drilling and operating risks;
concentration of assets; our ability to compete effectively against
other oil and gas companies; leasehold terms expiring before
production can be established and our ability to replace expired
leases; costs or results of any strategic initiatives;
environmental obligations, results of new drilling activities,
locations and methods, costs and liabilities that are not covered
by an effective indemnity or insurance; the timing of receipt of
necessary regulatory permits; the effect of commodity and financial
derivative arrangements, and counterparty risk related to the
ability of parties to these arrangements to meet their future
obligations; the occurrence of unusual weather or operating
conditions, including force majeure events and hurricanes; our
ability to retain or attract senior management and key employees;
compliance with and changes in governmental regulations or
enforcement practices, especially with respect to environmental,
health and safety matters; physical, electronic and cybersecurity
breaches; litigation that impacts us, our assets or our midstream
service providers; uncertainties relating to general domestic and
international economic and political conditions; the impact of our
review of strategic alternatives; the risk that any announcements
relating to the termination of the Merger Agreement could have
adverse effects on the market price of Penn Virginia’s common
stock, and the risk that the termination of the Merger Agreement
and its announcement could have an adverse effect on the ability of
Penn Virginia to retain customers and retain and hire key personnel
and maintain relationships with their suppliers and customers and
on their operating results and businesses generally; significant
transaction costs from the terminated Merger; unknown liabilities;
the risk of litigation and/or regulatory actions related to the
Merger or the termination of the Merger Agreement; potential
changes to our strategy as a result of the termination of the
Merger Agreement; and other risks set forth in our filings with the
SEC. Additional information concerning these and other factors can
be found in our press releases and public filings with the SEC.
Many of the factors that will determine our future results are
beyond the ability of management to control or predict. In
addition, readers should not place undue reliance on
forward-looking statements, which reflect management’s views only
as of the date hereof. The statements in this communication speak
only as of the date of communication. We undertake no obligation to
revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable law.
Contact
Clay
Jeansonne
Investor RelationsPh: (713)
722-6540E-Mail: invest@pennvirginia.com
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