Denbury and Penn Virginia Mutually Agree to Terminate Merger Agreement
21 Março 2019 - 7:07PM
Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”)
today announced that it has mutually agreed with Penn Virginia
Corporation (NASDAQ: PVAC) (“Penn Virginia”) to terminate their
previously announced agreement under which Denbury was to acquire
Penn Virginia.
Chris Kendall, Denbury’s President and CEO,
commented, “While we firmly believed in the strategic merits of the
combination with Penn Virginia, the difficult market conditions
since announcement, combined with the opposition of certain Penn
Virginia shareholders, led us to the conclusion that the
transaction was unlikely to receive the necessary super majority
approval from Penn Virginia shareholders.
“We remain optimistic about the significant
resource potential that CO2 enhanced oil recovery could deliver in
the Eagle Ford, and the work we have completed to date has only
increased that optimism. We will continue to pursue practical
opportunities to expand Denbury’s business, particularly in areas
where our EOR expertise, experience and extensive CO2 resources can
create value for the benefit of all Denbury stakeholders.
“Longer term, we believe that CO2 EOR will
become an even more vital component of the world’s oil supply, with
the smallest possible carbon footprint for an oil producer, and
that Denbury is uniquely positioned in the industry to benefit from
an increasing need to limit or reduce CO2 emissions.
“As we move forward, we are highly confident in
Denbury’s position and are committed to executing our strategic
plan, including the significant ongoing EOR development at the
Cedar Creek Anticline. Through leveraging our resilient, high
margin, low decline asset base, we will continue to drive
incremental, high value growth opportunities. At the same time, we
will maintain our disciplined operating approach, which we expect
will enable us to generate well over $100 million of free cash flow
in 2019 at current oil prices, providing us with significant
flexibility going forward.”
As a result of the termination, the special
meeting of Denbury stockholders, which was to be held on April 17,
2019, will not take place. Under the terms of the merger agreement
and the termination agreement, neither Denbury nor Penn Virginia
will be responsible for any payments to the other party as a result
of the termination of the merger agreement.
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.
FORWARD LOOKING STATEMENTS
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. All statements, other than
statements of historical fact, included in this communication that
address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward-looking statements, including estimated 2019 production
and expected free cash flow, capital expenditures and other risks
and uncertainties detailed in the Company’s filings with the
Securities and Exchange Commission, including Denbury’s most recent
report on Form 10-K. These risks and uncertainties are incorporated
by this reference as though fully set forth herein. Words such as
“estimate,” “believe,” “expect,” “anticipate,” “could,” “may,”
“plan,” “will,” “guidance,” “goal,” “future,” “assume,” “focus,”
“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
statements are based on engineering, geological, financial and
operating assumptions that Company management believes are
reasonable based on currently available information; however,
management’s assumptions and the Company’s future performance are
both subject to a wide range of business risks, and there is no
assurance that these goals and projections can or will be met.
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 risk
that the announcement of the termination of the transaction with
Penn Virginia could have adverse effects on the market price of the
Company’s common stock 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 the Company’s
control, including those detailed in the Company’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. All forward-looking statements are based on
assumptions that the Company believes 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 the Company
undertakes 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
Denbury Resources (NYSE:DNR)
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