Chesapeake Energy Corporation (NYSE:CHK) and Bronco Drilling
Company, Inc. (NASDAQ: BRNC) today announced that they have entered
into a memorandum of understanding on May 17, 2011 as to the key
terms of the settlement agreement in connection with the putative
consolidated class action, captioned In Re: Bronco Drilling
Company, Inc. Shareholder Litigation (Consolidated C.A. No.
6398-VCP), pending in the Court of Chancery of the State of
Delaware.
Pursuant to the memorandum of understanding, Chesapeake and
Bronco have entered into an amendment to the pending merger
agreement and Nomac Acquisition, Inc., Chesapeake’s indirect wholly
owned subsidiary, has extended its cash tender offer to purchase
all outstanding shares of common stock of Bronco. The cash tender
offer was previously scheduled to expire at 12:00 midnight, New
York City time, on Monday, May 23, 2011 and will now expire at
12:00 midnight, New York City time, on Tuesday, May 31, 2011,
unless further extended in accordance with the merger agreement,
applicable rules and regulations and the procedures described in
the Offer to Purchase. Pursuant to the cash tender offer, Nomac
Acquisition, Inc. is offering to purchase all outstanding Bronco
shares for $11.00 per share in cash, without interest and less any
required withholding taxes.
The extension of the tender offer will afford Bronco
stockholders additional time to receive and consider supplemental
disclosures in the Schedule 14D-9 filed by Bronco today in
connection with the memorandum of understanding. Accordingly,
unless further extended, the tender offer and withdrawal rights
will expire at 12:00 midnight, New York City time, at the end of
the day on Tuesday, May 31, 2011. The tender offer remains subject
to satisfaction of other customary closing conditions described in
the Offer to Purchase.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase and related Letter of Transmittal
that have been sent to holders of Bronco common stock. Copies of
the Offer to Purchase and Letter of Transmittal may be obtained at
no charge from the information agent, MacKenzie Partners, Inc., by
calling (800) 322-2885 (toll-free) or (212) 929-5500 (collect).
Additionally, any questions related to the tender offer may be
directed to MacKenzie Partners, Inc. at the telephone numbers
provided above.
Johnson Rice & Company L.L.C. is acting as financial advisor
to Bronco. Thompson & Knight LLP and Richards, Layton and
Finger P.A. are acting as legal advisors to Bronco. Jefferies &
Company, Inc. is acting as financial advisor to Chesapeake.
Commercial Law Group, P.C. and Wachtell, Lipton, Rosen & Katz
are acting as legal advisors to Chesapeake.
About Chesapeake:
Chesapeake Energy Corporation is the second-largest producer
of natural gas, a Top 15 producer of oil and natural gas liquids
and the most active driller of new wells in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on discovering and developing unconventional natural gas
and oil fields onshore in the U.S. Chesapeake owns leading
positions in the Barnett, Haynesville, Bossier, Marcellus and
Pearsall natural gas shale plays and in the Granite Wash,
Cleveland, Tonkawa, Mississippian, Bone Spring, Avalon, Wolfcamp,
Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken and Utica
unconventional liquids plays. The company has also
vertically integrated its operations and owns substantial
midstream, compression, drilling and oilfield service assets.
Chesapeake’s stock is listed on the New York Stock Exchange
under the symbol CHK. Further information is available
at www.chk.com where Chesapeake routinely posts
announcements, updates, events, investor information, presentations
and press releases.
About Bronco:
Bronco Drilling Company, Inc. is a publicly held company
headquartered in Edmond, Oklahoma, and is a provider of contract
land drilling to oil and natural gas exploration and production
companies. Bronco's common stock is quoted on The NASDAQ
Global Select Market under the symbol "BRNC". For more
information about Bronco Drilling Company, Inc., visit
http://www.broncodrill.com.
Important Information:
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Chesapeake filed a
tender offer statement with the SEC on April 26, 2011 (which was
amended by amendments filed with the SEC on May 3, 2011, May 5,
2011 and May 17, 2011), and has mailed an offer to purchase, forms
of letter of transmittal and related documents to Bronco
stockholders. Bronco has filed with the SEC on April 26, 2011
(which was amended by amendments filed with the SEC on May 3, 2011
and May 17, 2011), and has mailed to Bronco stockholders, a
solicitation/recommendation statement on Schedule 14D-9. INVESTORS
AND BRONCO STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.
The offer to purchase, the related letter of transmittal and
certain other offer documents, as well as the
solicitation/recommendation statement, have been and will be made
available to all shareholders of Bronco at no expense to them.
These documents are also be available at no charge from the
SEC's website at www.sec.gov. Free copies of
these documents may also be obtained from the Information Agent by
contacting the MacKenzie Partners, Inc. at 105 Madison Avenue, New
York, NY 10016, or by calling (212) 929-5500 (collect) or
(800) 322-2885 (toll-free). In addition, investors and
Bronco shareholders may obtain a free copy of these documents from
Bronco by contacting Bronco Drilling Company, Inc. at 16217 N. May
Ave., Edmond, OK 73013, attention: Investor Relations.
Forward Looking
Statements:
This press release contains, among other things, certain
statements of a forward-looking nature. Such statements include all
statements other than those made solely with respect to historical
fact. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any
forward-looking statement. These factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive agreement; (2) successful completion of the proposed
transaction on a timely basis; (3) the impact of regulatory reviews
on the proposed transaction; (4) the outcome of any legal
proceedings that may be instituted against Chesapeake and others
following the announcement of the definitive agreement; (5) risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the transaction; and (6) other factors described in Chesapeake’s
filings with the SEC, including its reports on Forms 10-K, 10-Q,
and 8-K.
Many of the factors that will determine the outcome of the
subject matter of this communication are beyond Chesapeake’s
ability to control or predict. Except to the extent required by
applicable law, Chesapeake does not undertake any 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 results or otherwise.
Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
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