Halcón Resources Corporation (NYSE: HK) (“Halcón”) and
GeoResources, Inc. (NASDAQ: GEOI) (“GeoResources”), today announced
that each has set a record date and a meeting date for their
special meetings of stockholders to consider and act upon the
previously announced Agreement and Plan of Merger, dated as of
April 24, 2012, by and among Halcón, Leopard Sub I, Inc., Leopard
Sub II, LLC and GeoResources.
Halcón stockholders of record at the close of business on
Monday, June 18, 2012, will be entitled to receive the notice of,
and to vote at, the Halcón special meeting. The Halcón special
meeting will be held on Tuesday, July 31, 2012, at 10:00 a.m.,
local time, at the principal executive offices of Halcón located at
1000 Louisiana St., Suite 6700, Houston, Texas 77002.
GeoResources stockholders of record at the close of business on
Monday, June 18, 2012, will be entitled to receive the notice of,
and to vote at, the GeoResources special meeting. The GeoResources
special meeting will be held on Tuesday, July 31, 2012, at 10:00
a.m., local time, at the principal executive offices of
GeoResources located at 110 Cypress Station Drive, Suite 220,
Houston, Texas 77090.
About Halcón Resources
Halcón Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.
About GeoResources, Inc.
GeoResources, Inc. is an independent oil and gas company engaged
in the acquisition, drilling and development of undeveloped leases,
purchases of reserves and exploration activities, currently focused
in the Southwest, Gulf Coast and Williston Basin.
Cautionary Statement for Purposes of the “Safe Harbor”
Provisions of the Private Securities Litigation Reform Act of
1995
This news release contains forward-looking statements 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 strictly historical
statements constitute forward-looking statements and may often, but
not always, be identified by the use of such words such as
“expects”, “believes”, “intends”, “anticipates”, “plans”,
“estimates”, “potential”, “possible”, or “probable” or statements
that certain actions, events or results “may”, “will”, “should”, or
“could” be taken, occur or be achieved. The forward-looking
statements include statements about future operations, estimates of
reserve and production volumes and the anticipated timing for
closing the proposed merger. Forward-looking statements are based
on current expectations and assumptions and analyses made by us in
light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors we believe are appropriate under the circumstances.
However, whether actual results and developments will conform with
expectations is subject to a number of risks and uncertainties,
including but not limited to: the possibility that the companies
may be unable to obtain shareholder or other approvals required for
the transaction or satisfy the other conditions to closing; that
problems may arise in the integration of the businesses of the two
companies; that the acquisition may involve unexpected costs; the
risks of the oil and gas industry (for example, operational risks
in exploring for, developing and producing crude oil and natural
gas; risks and uncertainties involving geology of oil and gas
deposits; the uncertainty of reserve estimates; the uncertainty of
estimates and projections relating to future production, costs and
expenses; potential delays or changes in plans with respect to
exploration or development projects or capital expenditures;
health, safety and environmental risks and risks related to weather
such as hurricanes and other natural disasters); uncertainties as
to the availability and cost of financing; fluctuations in oil and
gas prices; inability to integrate and realize expected value from
acquisitions on a timely basis, inability of management to execute
its plans to meet its goals, shortages of drilling equipment, oil
field personnel and services, unavailability of gathering systems,
pipelines and processing facilities and the possibility that
government policies may change or governmental approvals may be
delayed or withheld. Halcón’s annual report on Form 10-K for the
year ended December 31, 2011 and GeoResources’ annual report
on Form 10-K (as amended by Amendment No. 1 on Form 10-K/A)
for the year ended December 31, 2011, recent quarterly reports
on Form 10-Q and recent current reports on Form 8-K, and other
Securities and Exchange Commission (“SEC”) filings discuss some of
the important risk factors identified that may affect the business,
results of operations and financial condition. Halcón and
GeoResources undertake no obligation to revise or update publicly
any forward-looking statements for any reason.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed merger, Halcón has filed with
the SEC, and the SEC declared effective on June 27, 2012, a
registration statement on Form S-4, that includes a joint proxy
statement/prospectus which provides details of the proposed merger
and the attendant benefits and risks. This communication is not a
substitute for the joint proxy statement/prospectus or any other
document that Halcón or GeoResources may file with the SEC or send
to their stockholders in connection with the proposed
merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS LATER
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
joint proxy statement/prospectus and other relevant documents filed
by Halcón and GeoResources with the SEC at the SEC’s website at
www.sec.gov. You may also obtain these documents by contacting
Halcón at Halcón Resources Corporation, Attention: Investor
Relations, 1000 Louisiana St., Suite 6700, Houston, Texas 77002,
(832) 538-0314, or by contacting GeoResources at GeoResources,
Inc., Attention: Investor Relations, 110 Cypress Station Drive,
Suite 220, Houston, Texas 77090, (281) 377-9716.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in Solicitation
Halcón, GeoResources and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of Halcón and GeoResources in respect
of the proposed transaction. Information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the joint proxy statement/prospectus and other
relevant materials that may be later filed with the SEC if and when
they become available. Investors should read the joint proxy
statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from Halcón or GeoResources using the sources indicated above.
Georesources (NASDAQ:GEOI)
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부터 10월(10) 2024 으로 11월(11) 2024
Georesources (NASDAQ:GEOI)
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부터 11월(11) 2023 으로 11월(11) 2024
