Chaparral Energy and United Refining Energy Announce Adjusted Economic Terms of Proposed Merger Transaction
November 24 2009 - 4:05PM
PR Newswire (US)
- Increased value to public shareholders - Shares to existing
Chaparral shareholders reduced to 51.5 million from 58 million
shares - Sponsor shares reduced to 4.3 million from 5.6 million
shares - 50% reduction of earn-out shares - Earn-out simplified:
one price target of $15.00 within a six year period OKLAHOMA CITY
and NEW YORK, Nov. 24 /PRNewswire-FirstCall/ -- Chaparral Energy,
Inc. ("Chaparral" or "the Company"), a privately-owned SEC
reporting, independent oil and gas exploration and production
company, and United Refining Energy Corp. ("URX"), a publicly held
special purpose acquisition company (NYSE Amex: URX; Units: URX.U;
Warrants: URX.WT) jointly announced that they have amended their
definitive agreement. The new terms of the transaction have been
revised so that Chaparral shareholders will now exchange their
entire equity stake for 51.5 million shares in the combined
company, a reduction of 6.5 million shares, and the shares held by
the URX sponsor will be reduced from 5.6 million to 4.3 million
shares. The total reduction of shares results in a revised upfront
transaction value of approximately $1.7 billion, or 5.1x 2010
projected EBITDA. Additionally, the terms of the earn-out shares
were simplified to reflect one stock price target of $15.00 per
share, to be achieved within a six year period. The amount of
contingent shares available to be earned by United Refining
Energy's sponsor and current Chaparral Energy shareholders was
reduced by 50%, or 2.8 million shares and 10 million shares,
respectively. The redemption price for the warrants has been
modified from $0.50 per warrant to $0.55 per warrant. Additional
information regarding the Company, its proposed acquisition of
Chaparral and the related transactions is available in the revised
Preliminary Proxy Statement and the Company's Current Reports on
Form 8-K filed with the Securities and Exchange Commission ("SEC")
on November 24, 2009 and October 14, 2009 (collectively the
"Current Reports"), copies of which, together with other reports
filed by the Company, may be obtained without charge, at the SEC's
website at http://www.sec.gov/. Not a Proxy Statement This press
release is not a proxy statement or a solicitation of proxies from
the holders of the Company's securities. Any solicitation of
proxies will be made only pursuant to the Definitive Proxy
Statement to be mailed to all Company stockholders and
warrantholders who hold such securities as of the record date.
Interested investors and security holders are urged to read the
Definitive Proxy Statement and appendices thereto, when available,
and the Current Reports because they contain important information
about the Company, Chaparral and the proposals to be presented at
the Special Meeting of Stockholders and the Special Meeting of
Warrantholders, as the case may be. About United Refining Energy
Corp. The Company is a special purpose acquisition company formed
in 2007 for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
assets in the energy industry. The Company's initial public
offering ("IPO") of units was consummated on December 11, 2007,
raising net proceeds of approximately $464 million (which includes
the proceeds of a private placement of 15,600,000 warrants for
$15.6 million to its sponsor), of which approximately $449 million
was placed in a trust account immediately following the IPO. Each
unit is composed of one share of Company common stock and one
warrant with an exercise price of $7.00. As of November 6, 2009,
the Company held approximately $451.5 million (or approximately
$10.03 per share) in a trust account maintained by an independent
trustee, which will be released upon the consummation of the
proposed transaction. For more information on the Company, please
refer to SEC filings or visit http://www.urxny.com/. About
Chaparral Energy, Inc. Chaparral is an independent oil and natural
gas exploitation and production company headquartered in Oklahoma
City, Oklahoma. Since its inception in 1988, Chaparral has
increased reserves and production primarily by acquiring and
enhancing properties in its core areas of the Mid-Continent and the
Permian Basin. Beginning in 2000, Chaparral expanded its geographic
focus to include additional areas of Gulf Coast, Ark-La-Tex, North
Texas and the Rocky Mountains. For more information on Chaparral
please visit http://www.chaparralenergy.com/. Forward-Looking
Statements This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the Company, Chaparral and the
Company's business after completion of the proposed transactions.
Forward-looking statements are statements that are not historical
facts. Such forward-looking statements, which are based upon the
current beliefs and expectations of the management of the Company
and Chaparral, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the Forward-Looking Statements: (i)
the Company's ability to complete its proposed business combination
with Chaparral within the specified time limits; (ii) officers and
directors allocating their time to other businesses or potentially
having conflicts of interest with the Company's business or in
approving the Transaction; (iii) success in retaining or
recruiting, or changes required in, the Company's officers, key
employees or directors following the Transaction; (iv) delisting of
the Company's securities from the NYSE Amex following the
Transaction and inability to list the Company's securities on the
NYSE; (v) the potential liquidity and trading of the Company's
public securities; (vi) the Company's revenues and operating
performance; (vii) changes in overall economic conditions; (viii)
anticipated business development activities of the Company
following the Transaction; (ix) risks and costs associated with
regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of
2002); and (x) other relevant risks detailed in the Company's
filings with the SEC and those factors listed in the revised
Preliminary Proxy Statement under "Risk Factors". The information
set forth herein should be read in light of such risks. Neither the
Company nor Chaparral assumes any obligation to update the
information contained in this release. Additional Information and
Where to Find It This press release is being made pursuant to and
in compliance with Rules 145, 165 and 425 of the Securities Act of
1933, as amended, and does not constitute an offer of any
securities for sale or a solicitation of an offer to buy any
securities. The Company, Chaparral and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies for the special meetings of the Company's stockholders
and warrantholders to be held to approve the proposed transactions
described herein. The underwriters of the Company's initial public
offering may provide assistance to the Company, Chaparral and their
respective directors and executive officers, and may be deemed to
be participants in the solicitation of proxies. A substantial
portion of the underwriters' fees relating to the Company's initial
public offering were deferred pending stockholder approval of the
Company's initial business combination, and stockholders are
advised that the underwriters have a financial interest in the
successful outcome of the proxy solicitation. In connection with
the proposed transaction, the Company has filed with the Securities
and Exchange Commission a preliminary proxy statement and will file
a definitive proxy statement. The Company's stockholders and
warrantholders are advised to read, when available, the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the special meetings because
these documents will contain important information. The definitive
proxy statement will be mailed to the Company's stockholders and
warrantholders as of a record date to be established for voting.
The Company's stockholders and warrantholders will also be able to
obtain a copy of the proxy statement, without charge, by directing
a request to: United Refining Energy Corp., 823 Eleventh Avenue,
New York, NY 10019. The preliminary proxy statement and definitive
proxy statement, once available, can also be obtained, without
charge, at the Securities and Exchange Commission's website at
http://www.sec.gov/. Contacts: --------- United Refining Energy
Corp. Investor inquiries: Matthew Abenante Capital Link, Inc.
212-661-7566 ------------------- Media inquiries: Gerald McKelvey
Rubenstein Associates, Inc. 212-843-8013 ------------------------
Chaparral Energy, Inc. Investor inquiries: Joe Evans, CFO
405-478-8770 ----------------------------- Media inquiries: Lisa
Elliott DRG&E 713-529-6600 ------------------ DATASOURCE:
Chaparral Energy, Inc.; United Refining Energy Corp. CONTACT:
Investors, Matthew Abenante of Capital Link, Inc., +1-212-661-7566,
, for United Refining Energy Corp.; or Joe Evans, CFO of Chaparral
Energy, Inc., +1-405-478-8770, ; or Media, Gerald McKelvey of
Rubenstein Associates, Inc., +1-212-843-8013, , for United Refining
Energy Corp.; or Lisa Elliott of DRG&E, +1-713-529-6600, , for
Chaparral Energy, Inc. Web Site: http://www.chaparralenergy.com/
http://www.urxny.com/
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