As previously announced, on April 6, 2010, The Meridian Resource
Corporation (NYSE:TMR) adjourned its special meeting of
shareholders regarding the adoption of the definitive merger
agreement with Alta Mesa Holdings, LP. Following the adjournment,
Meridian's Board of Directors approved an amendment to the merger
agreement whereby Alta Mesa has agreed to increase its offer price
for the outstanding common stock of Meridian to $0.33 per share
from $0.29 per share in cash, a 14% increase over its prior offer
price and a 23% premium over the closing price of Meridian stock on
April 7, 2010. The merger agreement was not amended in any
other respect.
Accordingly, the special meeting of shareholders will be
reconvened on Wednesday, April 28, 2010, at 3:00 p.m. Central Time
in the auditorium in Fulbright Tower, 1301 McKinney, Houston,
Texas. The record date for shareholders entitled to vote at
the meeting remains February 8, 2010. Only holders of record
of our common stock on that date are entitled to vote at the
reconvened special meeting.
Meridian also announced that it has hired bankruptcy counsel to
prepare for a possible bankruptcy filing in the event the merger
with Alta Mesa is not consummated. Our lenders have agreed in
principle to extend the date by which shareholder approval must be
received under the forbearance agreement to a date after April 28,
2010. We anticipate that this extension will be formally
documented in the next few days. If the forbearance agreement
terminates because of the failure to receive shareholder approval
or for any other reason, the lenders could then take action to
enforce their rights, including foreclosing on substantially all of
Meridian's assets. Therefore, if the merger is not completed,
Meridian may be forced to liquidate or to otherwise seek protection
under federal bankruptcy laws, and there is no assurance that in a
bankruptcy proceeding the Meridian shareholders would receive any
value for their shares.
Meridian will be delivering another proxy card to each
shareholder of record. If you have already voted, you have the
right to change or revoke your proxy at any time before the vote is
taken at the reconvened special meeting by taking any of the steps
below:
if you have instructed a broker, bank or other nominee to vote
your shares, by following the directions received from your broker,
bank or other nominee to change those instructions;
if you voted by telephone or the Internet, by voting a later
time by telephone or Internet;
by submitting a later-dated proxy card;
by attending the special meeting and voting in person (your
attendance at the meeting will not, by itself, revoke your
proxy - you must vote in person at the meeting to revoke a
prior proxy); or
by delivering to our Corporate Secretary, Lloyd V. DeLano, at
The Meridian Resource Corporation, 1401 Enclave Parkway, Suite 300,
Houston, Texas 77077 a signed written notice of revocation, bearing
a date later than the date of the proxy, stating that the proxy is
revoked.
If you do not want to change your vote, no action is
required.
Meridian's board of directors unanimously recommends that our
shareholders vote "FOR" adoption of the merger agreement, as
amended.
Shareholders are encouraged to read Meridian's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors' unanimous
recommendation that shareholders vote "FOR" the proposal to adopt
the merger agreement.
The adoption of the merger agreement, as amended, requires the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of common stock entitled to vote. A failure to
vote will have the same effect as a vote "AGAINST" the adoption of
the merger agreement, as amended.
Additional Information Regarding the Merger and Where to Find
It
The proposed merger is being submitted to Meridian's
shareholders for their consideration, and Meridian has filed a
proxy statement to solicit shareholder approval of the proposal to
adopt the merger agreement, as amended, as well as other relevant
documents concerning the proposed merger, with the SEC. Meridian's
shareholders are urged to read the proxy statement regarding the
proposed merger and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they contain important information. You can obtain a free
copy of the proxy statement, as well as other filings with the SEC
containing information about Meridian, at the SEC's website at
www.sec.gov. Copies of the proxy statement can also be obtained,
without charge, by directing a request to The Meridian Resource
Corporation, Investor Relations, 1401 Enclave Parkway, Suite 300,
Houston, Texas 77077 or at Meridian's Investor Relations page on
its corporate website at www.tmrx.com.
If you have additional questions about the merger, need
assistance in submitting your proxy or voting your shares of common
stock, or need additional copies of the proxy statement or the
enclosed proxy card, you can also contact The Altman Group, Inc.,
our proxy solicitor, toll-free at (877) 864-5052 or call (201)
806-7300 or e-mail questions to TMRinfo@altmangroup.com.
Forward-Looking Statements
Statements identified by the words "expects," "plans," and
certain of the other foregoing statements may be deemed
"forward-looking statements." Although Meridian believes that the
expectations reflected in such forward-looking statements are
reasonable, these statements involve risks and uncertainties
regarding the transactions described that may cause actual future
activities and results to be materially different from those
suggested or described in this press release. Risks and
uncertainties regarding the transactions include the possibility
that the closing of the merger does not occur, either due to the
failure of closing conditions, including the approval of the
shareholders of Meridian, rights of the parties to terminate the
merger agreement, as amended, or other reasons, risks that the
merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger, the
outcome of legal proceedings that have been, or may be, initiated
against Meridian related to the merger and the amount of the costs,
fees, expenses and charges related to the merger. Other risks
relating to Meridian are described in Meridian's documents and
reports, available from the U.S. Securities and Exchange
Commission, including the report filed on Form 10-K, as amended,
for the year ended December 31, 2008 and any updates to those
factors set forth in our subsequent Quarterly Reports on Form 10-Q,
including risks associated with our default under our credit
facility and other lending arrangements.
About Meridian
The Meridian Resource Corporation is an independent oil and
natural gas company that explores for, acquires and develops oil
and natural gas properties. Through its wholly owned subsidiaries,
Meridian holds interests primarily in the onshore oil and natural
gas regions of south Louisiana and Texas and offshore in the Gulf
of Mexico.
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CONTACT: The Meridian Resource Corporation
Lance L. Weaver
(281) 597-7125
lweaver@tmrx.com
www.tmrc.com
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