Houston Exploration Stockholders Agree to Acquisition by Forest Oil
05 Giugno 2007 - 9:45PM
PR Newswire (US)
HOUSTON, June 5 /PRNewswire-FirstCall/ -- The Houston Exploration
Company (NYSE:THX) today announced that its stockholders have
approved the previously announced definitive merger agreement with
Forest Oil Corporation (NYSE:FST) at a special meeting of
stockholders held in Houston. Forest's stockholders approved the
issuance of shares by Forest in the merger at a special meeting
held in Denver earlier today. Under the terms of the merger
agreement, Houston Exploration stockholders will receive total
consideration equal to 0.84 shares of Forest common stock and
$26.25 in cash for each outstanding share of Houston Exploration
common stock. This represents $60.02 per share of consideration to
be received by Houston Exploration stockholders based on the
average closing price of Forest shares during the ten-day valuation
period specified in the merger agreement. The mix of cash and stock
consideration to be received by each Houston Exploration
stockholder will be determined by stockholder elections, subject to
proration. It is anticipated that the stock portion of the
consideration will be tax free to Houston Exploration stockholders.
Approximately 18.5 million of Houston Exploration's total
outstanding shares, or approximately 65.2 percent, voted for the
approval of the transaction. The transaction is anticipated to
close on June 6, 2007, at which time Houston Exploration's stock
will cease trading. Following the closing, Forest stockholders will
own approximately 73 percent of the combined company, and Houston
Exploration stockholders will own approximately 27 percent. Lehman
Brothers Inc. served as financial advisor to Houston Exploration,
and Akin Gump Strauss Hauer & Feld LLP and Morris, Nichols,
Arsht & Tunnell LLP served as legal advisors. About The Houston
Exploration Company The Houston Exploration Company is an
independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural
gas and crude oil properties. The Company's operations are focused
in South Texas, the Arkoma Basin, East Texas, and the Rocky
Mountains. For more information, please visit the Company's Web
site at http://www.houstonexploration.com/. About Forest Oil
Corporation Forest Oil Corporation is engaged in the acquisition,
exploration, development, and production of natural gas and liquids
in North America and selected international locations. Forest's
principal reserves and producing properties are located in the
United States in Alaska, Louisiana, New Mexico, Oklahoma, Texas,
Utah, Wyoming, and in Canada. Forest's common stock trades on the
New York Stock Exchange under the symbol FST. For more information
about Forest, please visit its Web site at
http://www.forestoil.com/. Forward-looking Statements This news
release and oral statements regarding the subjects of this release
contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform
Act. All statements other than statements of historical fact
included in this news release are forward-looking statements and
reflect Houston Exploration's current expectations and are based on
current available information and numerous assumptions. Important
factors that could affect the completion and timing of the proposed
merger include, among others, approval by Forest's stockholders,
the satisfaction of customary closing conditions, government
regulations and approvals, and other factors discussed in Houston
Exploration's filings with the Securities and Exchange Commission,
including Houston Exploration's annual report on Form 10-K for the
year ended December 31, 2006, as amended, and its quarterly report
on Form 10-Q for the quarter ended March 31, 2007, as amended.
Houston Exploration assumes no responsibility to update any of the
information referenced in this news release. Contacts: The Houston
Exploration Company Melissa R. Aurelio 713-830-6887 DATASOURCE: The
Houston Exploration Company CONTACT: Melissa R. Aurelio of The
Houston Exploration Company, +1-713-830-6887 Web site:
http://www.houstonexploration.com/
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