CANONSBURG, Pa., Nov. 9, 2017 /PRNewswire/ -- Rice Energy
Inc. (NYSE: RICE) ("Rice Energy" or "Rice") today announced
that its stockholders overwhelmingly approved the adoption of the
previously announced Agreement and Plan of Merger (the "Merger
Agreement") between Rice Energy and EQT Corporation ("EQT"). At
Rice's special meeting held earlier today, approximately 75% of the
voting power of the outstanding shares of Rice stock were voted and
approximately 74% of the voting power of the outstanding shares of
Rice stock voted in favor of the adoption of the Merger
Agreement.
The stockholders of EQT also approved the merger with Rice at
EQT's special meeting held earlier today. Of the total shares cast,
approximately 84% voted in favor of the proposal to issue stock for
execution of the transaction. EQT expects to file final vote
results, as certified by the Judges of Election, later today.
With the receipt of both sets of required stockholder approvals,
the transaction is expected to close Monday, November 13,
2017.
As previously announced on June 19,
2017, Rice and EQT entered into the Merger Agreement
pursuant to which EQT will acquire Rice in exchange for a
combination of shares of EQT common stock and cash.
About Rice Energy
Rice Energy Inc. is an independent natural gas and oil company
focused on the acquisition, exploration and development of natural
gas and oil properties in the Appalachian Basin.
For more information, please visit our website at
www.riceenergy.com.
Important Additional Information
In connection with the proposed transaction, EQT filed with the
Securities and Exchange Commission ("SEC") a registration statement
on Form S-4 (333-219508) on July 27, 2017, as amended by
Amendments Nos. 1 and 2 filed with the SEC on September 8,
2017 and September 28, 2017, respectively, that includes a
joint proxy statement of EQT and Rice and also constitutes a
prospectus of EQT. On October 12, 2017, EQT and Rice filed
with the SEC the definitive joint proxy statement/prospectus for
each of EQT and Rice and commenced mailing the definitive joint
proxy statement/prospectuses to shareholders of EQT and
stockholders of Rice, as applicable. On October 26, 2017, EQT
and Rice filed with the SEC the Supplement to Joint Proxy
Statement/Prospectus. On October 31, 2017, EQT and Rice filed
with the SEC the Second Supplement to Joint Proxy
Statement/Prospectus. STOCKHOLDERS OF RICE AND SHAREHOLDERS OF EQT
ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN
THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION RELATED TO THE PROPOSED TRANSACTION.
Investors will be able to obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings
containing information about Rice and EQT, without charge, at the
SEC's website (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request
to Investor Relations, Rice Energy Inc., 2200 Rice Drive,
Canonsburg, Pennsylvania 15317,
Tel. No. (724) 271-7200 or to Investor Relations, EQT
Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel.
No. (412) 553-5700.
Cautionary Statement Regarding Forward-Looking
Information
This communication may contain certain forward-looking
statements, including certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, Rice's and EQT's plans, objectives, expectations and
intentions, the expected timing of completion of the transaction,
and other statements that are not historical facts. Such statements
are subject to numerous assumptions, risks, and uncertainties.
Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could,
or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of
the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements
including: risks related to EQT's acquisition and integration of
acquired businesses and assets; the cost of defending EQT's
intellectual property; technological changes and other trends
affecting the oil and gas industry; the possibility that the
proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals are not
received or other conditions to the closing are not satisfied on a
timely basis or at all; the risk that financing EQT requires to
fund the transaction is not obtained; the risk that regulatory
approvals required for the proposed merger are not obtained or are
obtained subject to conditions that are not anticipated; potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; uncertainties as to the timing of the transaction;
competitive responses to the transaction; the possibility that the
anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies; the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; diversion of management's attention from ongoing business
operations and opportunities; EQT's ability to complete the
acquisition and integration of Rice successfully; the possibility
of litigation relating to the transaction; and other factors that
may affect future results of Rice and EQT.
Additional factors that could cause results to differ materially
from those described above can be found in Rice's Annual Report on
Form 10-K for the year ended December 31, 2016 and in its
subsequent Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2017 and June 30, 2017, each of which is
on file with the SEC and available in the "Investor Relations"
section of Rice's website, https://www.riceenergy.com, under
the subsection "Financial Information" and then under the heading
"SEC Filings" and in other documents Rice files with the SEC, and
in EQT's Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2017 and
June 30, 2017, each of which is on file with the SEC and
available in the "Investors" section of EQT's
website, https://www.eqt.com, under the heading "SEC Filings"
and in other documents EQT files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Rice nor EQT assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
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SOURCE Rice Energy Inc.