Statoil ASA Closes Subsequent Offering Period Relating to Tender Offer for Brigham Exploration Company
08 12월 2011 - 3:30PM
Marketwired
Statoil ASA (OSLO: STL) (NYSE: STO) ("Statoil") and Brigham
Exploration Company (NASDAQ: BEXP) ("Brigham") today announced that
more than 92.2 percent of the outstanding shares of Brigham's
common stock have been tendered to Statoil (excluding shares
purchased by Statoil from Brigham).
The Brigham stockholders have tendered 109,400,549 shares of
Brigham common stock, par value $0.01 per share (the "Shares"), to
Statoil's indirect, wholly owned subsidiary, Fargo Acquisition Inc.
("Purchaser"), pursuant to the offer to purchase dated October 28,
2011, which, when added to the 6,249,857 Shares separately
purchased by Statoil from Brigham, represents more than 92.6
percent of the outstanding Shares. The subsequent offering period
expired at 12:00 midnight, New York City time, at the end of
Wednesday, December 7, 2011. Purchaser has accepted for payment,
and will promptly pay for, all Shares tendered during the
subsequent offering period.
As the final step of the acquisition process and following
payment for all Shares validly tendered on or prior to the
expiration of the tender offer, Statoil and Purchaser expect to
effect a short-form merger under Delaware law as promptly as
practicable. At the effective time of the merger, each Share issued
and outstanding immediately prior to the effective time will cease
to be issued and outstanding and (other than Shares then owned by
Statoil, Brigham or Purchaser or any of their respective direct and
indirect wholly owned subsidiaries and Shares that are held by any
stockholders who properly demand appraisal in connection with the
merger) will be converted into the right to receive an amount in
cash equal to the offer price of US$36.50, without interest thereon
and less any applicable withholding taxes. Brigham will be the
surviving corporation in the merger and an indirect, wholly owned
subsidiary of Statoil. Following the merger, the Shares will be
delisted and will cease to trade on the NASDAQ Global Select
Market.
Questions and requests for assistance regarding the tender offer
may be directed to the information agent for the offer, Innisfree
M&A Incorporated at (877) 687-1875 or (212) 750-5833.
Forward-Looking Statement Disclosure
Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements
within the meaning of the federal securities laws. Important
factors that could cause our actual results to differ materially
from those contained in the forward-looking statements include
early initial production rates which decline steeply over the early
life of wells, particularly our Williston Basin horizontal wells
for which we estimate the average monthly production rates may
decline by approximately 70% in the first twelve months of
production, our growth strategies, our ability to successfully and
economically explore for and develop oil and gas resources,
anticipated trends in our business, our liquidity and ability to
finance our exploration and development activities, market
conditions in the oil and gas industry, our ability to make and
integrate acquisitions, the impact of governmental regulation and
other risks more fully described in the company's filings with the
Securities and Exchange Commission. Forward-looking statements are
typically identified by use of terms such as "may," "will,"
"expect," "anticipate," "estimate" and similar words, although some
forward-looking statements may be expressed differently. All
forward-looking statements contained in this release, including any
forecasts and estimates, are based on management's outlook only as
of the date of this release, and we undertake no obligation to
update or revise these forward-looking statements, whether as a
result of subsequent developments or otherwise.
Statoil Further Information Investor relations
Norway: Hilde Merete Nafstad senior vice president, investor
relations mobile: +47 957 83 911 Investor relations US:
Morten Sven Johannessen vice president, investor relations USA
mobile: +1 203 570 2524 Press Norway: Jannik Lindbæk jr.
vice president, media relations mobile: +47 977 55 622 Bård Glad
Pedersen press spokesperson, media relations mobile: +47 918 01 791
Press US: Ola Morten Aanestad vice president, North America
communication mobile: +1 713 498 0585 Brigham Further
Information Contact: Rob Roosa Director of Finance &
Investor Relations (512) 427-3300
Brigham Exploration (MM) (NASDAQ:BEXP)
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