Denbury Resources Inc. (NYSE: DNR) (“Denbury”) and Penn Virginia
Corporation (NASDAQ: PVAC) (“Penn Virginia”) today announced the
filing of a registration statement on Form S-4 containing a joint
proxy statement/prospectus with the Securities and Exchange
Commission (“SEC”) in connection with Denbury’s proposed
acquisition of Penn Virginia.
The joint proxy statement outlines the strategic
rationale and merits of the combination as well as the
comprehensive and robust process undertaken by both companies and
Boards of Directors in reaching their recommendations for the
proposed transaction.
While the registration statement and proxy have
not yet become effective and the information contained therein is
subject to change, it provides important information about the
transaction. Once declared effective by the SEC, a date for a
special meeting for Denbury stockholders and Penn Virginia
shareholders to approve the proposals associated with the
transaction will be set, and the definitive proxy
statement/prospectus included in the Form S-4 will be mailed to
stockholders prior to the vote.
The S-4 Registration Statement is available
through the SEC’s EDGAR system on www.sec.gov and the
preliminary joint proxy statement/prospectus contained in the S-4
is available via Denbury's investor relations website at
www.denbury.com/investor-relations. When filed, the
definitive joint proxy statement/prospectus will be available via
Denbury's investor relations website as well as Penn Virginia’s
investor relations website at https://ir.pennvirginia.com/.
TRANSACTION DETAILS
As previously announced, under the terms of the
definitive merger agreement, shareholders of Penn Virginia will
receive, subject to proration, a combination of 12.4 shares of
Denbury common stock and $25.86 of cash for each share of Penn
Virginia common stock. Penn Virginia shareholders will have
the option to receive all stock, all cash, or a mix of cash and
stock, subject to proration such that the overall mix of
consideration does not result in more or less than $400 million in
cash being paid. The merger consideration received by Penn
Virginia shareholders who do not properly make an election will
depend on the number of other shareholders electing to receive all
stock, all cash, or a mix of cash and stock. The stock
portion of the consideration received by Penn Virginia’s
shareholders is expected to be tax-free. Upon closing of the
transaction, Denbury stockholders will own approximately 71% of the
combined company, and Penn Virginia shareholders will own
approximately 29%.
The transaction, which is expected to close in
the first quarter of 2019, is subject to the approval of Penn
Virginia shareholders and is subject to approval by Denbury’s
stockholders of the issuance of common stock and an amendment to
Denbury’s charter to increase its authorized shares. The
transaction is also conditioned on clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and other customary
closing conditions.
ADVISORS
Guggenheim Securities, LLC is lead financial
advisor to Denbury. J.P. Morgan Securities LLC also is
providing financial advice to Denbury with respect to capital
structure and financial aspects of the transaction and provided a
financing commitment letter for a new $1.2 billion bank revolving
credit facility and a $400 million senior secured second lien
bridge loan. Jefferies LLC is financial advisor to Penn
Virginia. Vinson & Elkins LLP is legal counsel to
Denbury. Skadden, Arps, Slate, Meagher & Flom LLP and
Gibson, Dunn & Crutcher LLP are legal counsel to Penn
Virginia.
DENBURY RESOURCES INC.
Denbury is an independent oil and natural gas
company with operations focused in two key operating areas: the
Gulf Coast and Rocky Mountain regions. Denbury’s goal is to
increase the value of its properties through a combination of
exploitation, drilling and proven engineering extraction practices,
with the most significant emphasis relating to CO2 enhanced oil
recovery operations. For more information about Denbury,
please visit www.denbury.com. The information on Denbury’s
website is not part of this release.
PENN VIRGINIA CORPORATION
Penn Virginia is a pure-play independent oil and
gas company engaged in the development and production of oil, NGLs
and natural gas, with a focus in the Eagle Ford shale in south
Texas. For more information, please visit
www.pennvirginia.com. The information on Penn Virginia’s
website is not part of this release.
NO OFFER OR SOLICITATION
This communication relates to a proposed
business combination transaction (the “Transaction”) between
Denbury and Penn Virginia. This communication is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, of the
Transaction or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law. No
offer of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended (the “Securities Act”).
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the Transaction, Denbury and
Penn Virginia have filed a preliminary joint proxy
statement/prospectus, and will file a definitive joint proxy
statement/prospectus and other documents with the Securities and
Exchange Commission (the “SEC”). Investors and security
holders are urged to carefully read the preliminary joint proxy
statement/prospectus, and to read the definitive joint proxy
statement/prospectus when it becomes available because it will
contain important information regarding Denbury, Penn Virginia and
the Transaction.
A definitive joint proxy statement/prospectus
will be sent to stockholders of Denbury (to approve issuance of
Denbury common stock in the Transaction and to amend Denbury’s
certificate of incorporation to increase its authorized shares) and
sent to Penn Virginia shareholders seeking their approval of the
transaction. This document is not a substitute for any
prospectus, proxy statement or any other document which Denbury or
Penn Virginia may file with the SEC in connection with the proposed
Transaction. INVESTORS AND SECURITY HOLDERS OF DENBURY AND
PENN VIRGINIA ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the definitive joint proxy
statement/prospectus (when available) and other documents filed by
Denbury and Penn Virginia with the SEC at the SEC’s website,
www.sec.gov. The definitive joint proxy statement/prospectus
(when available) and such other documents relating to Denbury may
also be obtained free-of-charge by directing a request to Denbury,
Attn: Investor Relations, 5320 Legacy Drive, Plano, Texas 75024, or
from Denbury’s website, www.denbury.com. The definitive joint
proxy statement/prospectus (when available) and such other
documents relating to Penn Virginia may also be obtained
free-of-charge by directing a request to Penn Virginia, Attn: Clay
Jeansonne, 16285 Park Ten Place, Suite 500, Houston, TX 77084, or
from Penn Virginia’s website, www.pennvirginia.com.
Denbury, Penn Virginia and certain of their
respective directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed
to be “participants” in the solicitation of proxies in connection
with the proposed transaction. Information concerning the
interests of the persons who may be “participants” in the
solicitation will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. You can
find more detailed information about Denbury’s executive officers
and directors in its definitive proxy statement filed with the SEC
on April 12, 2018. You can find more detailed information
about Penn Virginia’s executive officers and directors in its
definitive proxy statement filed with the SEC on March 28, 2018 and
Form 8-K filed with the SEC on September 12, 2018. Additional
information about Denbury’s executive officers and directors and
Penn Virginia’s executive officers and directors can be found in
the above-referenced joint proxy statement/prospectus when it
becomes available.
FORWARD LOOKING STATEMENTS
The foregoing contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical
fact, included in this communication that address activities,
events or developments that Denbury or Penn Virginia expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Words such as “estimate,”
“project,” “predict,” “believe,” “expect,” “anticipate,”
“potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,”
“will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,”
“forecast,” “build,” “focus,” “work,” “continue” or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking
statements. However, the absence of these words does not mean
that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the Transaction, the benefits of the
transaction, the shareholder meeting, pro forma descriptions of the
combined company and its operations, integration and transition
plans, synergies, opportunities and anticipated future
performance. There are a number of risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements included in this communication.
These include the expected timing and likelihood of completion of
the Transaction, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the Transaction that could reduce anticipated benefits or cause the
parties to abandon the Transaction, the ability to successfully
integrate the businesses, the occurrence of any event, change or
other circumstances that could give rise to the termination of, or
amendment to, the merger agreement, the possibility that
stockholders of Denbury may not approve the issuance of new shares
of common stock in the Transaction or the amendment of Denbury’s
charter or that shareholders of Penn Virginia may not approve the
merger agreement, the risk that the parties may not be able to
satisfy the conditions to the Transaction in a timely manner or at
all, the risk that any announcements relating to the Transaction
could have adverse effects on the market price of Denbury’s common
stock or Penn Virginia’s common stock, the risk that the
Transaction and its announcement could have an adverse effect on
the ability of Denbury and Penn Virginia to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and
businesses generally, the risk the pending Transaction could
distract management of both entities from ongoing business
operations or cause them to incur substantial costs, the risk that
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that
the combined company may be unable to achieve synergies or it may
take longer than expected to achieve those synergies and other
important factors that could cause actual results to differ
materially from those projected. All such factors are
difficult to predict and are beyond Denbury’s or Penn Virginia’s
control, including those detailed in Denbury’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K that are available on its website at
www.denbury.com and on the SEC’s website at www.sec.gov. and
those detailed in Penn Virginia’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K that
are available on Penn Virginia’s website at
www.pennvirginia.com and on the SEC’s website at
www.sec.gov. All forward-looking statements are based on
assumptions that Denbury or Penn Virginia believe to be reasonable
but that may not prove to be accurate. Any forward-looking
statement speaks only as of the date on which such statement is
made, and Denbury and Penn Virginia undertake no obligation to
correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by applicable law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
DENBURY CONTACTS:
Mark C. Allen, Executive Vice President and Chief Financial Officer, 972.673.2000
John Mayer, Director of Investor Relations, 972.673.2383
PENN VIRGINIA CONTACTS:
Steve Hartman, Senior Vice President and Chief Financial Officer, 713.722.6500
Clay Jeansonne, Director, Investor Relations, 713.722.6540
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