Hiland Partners, LP and Hiland Holdings GP, LP Announce Increase in Offered Merger Consideration by Harold Hamm
October 26 2009 - 3:30PM
PR Newswire (US)
ENID, Okla., Oct. 26 /PRNewswire-FirstCall/ -- Hiland Partners, LP
(NASDAQ:HLND) and Hiland Holdings GP, LP (NASDAQ:HPGP) announced
today that Harold Hamm has proposed to increase the merger
consideration to be received by the common unitholders of each of
Hiland Partners and Hiland Holdings in the proposed mergers of
Hiland Partners and Hiland Holdings with affiliates of Mr. Hamm.
Mr. Hamm, on behalf of certain of his affiliates, today delivered
to the Hiland Partners conflicts committee a proposal to amend the
merger agreement with Hiland Partners to increase the merger
consideration from $7.75 to $10.00 per common unit in cash.
Additionally, Mr. Hamm, on behalf of certain of his affiliates,
delivered to the Hiland Holdings conflicts committee a proposal to
amend the merger agreement with Hiland Holdings to increase the
merger consideration from $2.40 to $3.20 per common unit in cash.
In order to allow the Hiland Partners and Hiland Holdings conflicts
committees and boards additional time to consider the offers, Mr.
Hamm also proposed that each merger agreement immediately be
amended to extend its end date to November 6, 2009. Mr. Hamm
indicated that, if his proposals are accepted, he expects that the
end date under each merger agreement would be further extended as
necessary to consummate the transactions. Based on these
developments, each of Hiland Partners and Hiland Holdings
anticipates that its board of directors will adjourn its respective
special meetings of unitholders scheduled for October 27, 2009, to
allow the boards and the conflicts committees additional time to
evaluate the proposals. A copy of each proposal letter is attached
to this press release. The Hiland Partners special meeting is
scheduled for October 27, 2009 at 10:30 a.m., central time, and the
Hiland Holdings special meeting is scheduled for October 27, 2009
at 9:00 a.m., central time. Each special meeting will be held at
302 N. Independence, Ball Room, Second Floor, Enid, Oklahoma 73701.
About the Hiland Companies Hiland Partners, LP is a publicly traded
midstream energy partnership engaged in purchasing, gathering,
compressing, dehydrating, treating, processing and marketing of
natural gas, and fractionating, or separating, and marketing of
natural gas liquids, or NGLs. Hiland Partners, LP also provides air
compression and water injection services for use in oil and gas
secondary recovery operations. Hiland Partners, LP's operations are
primarily located in the Mid-Continent and Rocky Mountain regions
of the United States. Hiland Partners, LP's midstream assets
consist of fifteen natural gas gathering systems with approximately
2,147 miles of gathering pipelines, six natural gas processing
plants, seven natural gas treating facilities and three NGL
fractionation facilities. Hiland Partners, LP's compression assets
consist of two air compression facilities and a water injection
plant. Hiland Holdings GP, LP owns the two percent general partner
interest, 2,321,471 common units and 3,060,000 subordinated units
in Hiland Partners, LP, and the incentive distribution rights of
Hiland Partners, LP. Forward-Looking Statements This press release
includes certain statements concerning expectations for the future
that are forward-looking statements, including statements about the
intention of the respective boards of directors of Hiland Partners
and Hiland Holdings to adjourn the special meetings and the
potential amendments to each of the merger agreements. Such
forward-looking statements are subject to a variety of known and
unknown risks, uncertainties, and other factors that are difficult
to predict and many of which are beyond management's control. An
extensive list of factors that can affect future results are
discussed in the definitive joint proxy statement filed by Hiland
Partners and Hiland Holdings, in Hiland Partners' and Hiland
Holdings' Annual Reports on Form 10-K and other documents filed
from time to time with the Securities and Exchange Commission. Any
such forward looking statements are made as of the date of this
press release and neither Hiland Partners nor Hiland Holdings
undertakes any obligation to update or revise any such
forward-looking statements to reflect new information or events.
[Harold Hamm Letterhead] October 26, 2009 Conflicts Committee of
the Board of Directors Hiland Partners GP, LLC As general partner
of Hiland Partners, LP 205 West Maple, Suite 1100 Enid, Oklahoma
73701 Members of the Conflicts Committee: I hereby propose to amend
the Agreement and Plan of Merger, dated June 1, 2009 (the "Merger
Agreement"), among certain of my affiliates and Hiland Partners, LP
(the "Partnership") to increase the cash merger consideration to
$10.00 per common unit from $7.75 per common unit. I am
concurrently delivering a letter to the conflicts committee of the
board of directors of the general partner of Hiland Holdings GP, LP
("HPGP") proposing to amend the HPGP merger agreement to increase
the cash merger consideration to $3.20 per common unit from $2.40
per common unit. To allow the Conflicts Committee and the Board of
Directors time to consider my revised offer, I also hereby propose
that Section 7.1(b)(i) of the Merger Agreement be promptly amended
to extend the "End Date" to November 6, 2009. If my proposal to
increase the cash merger consideration is accepted, I would expect
that the End Date would be further extended as necessary to
consummate the transactions. Except as revised herein, the terms of
my proposal remain as set forth in the Merger Agreement. This
proposal is non-binding until appropriate changes are agreed to in
the Merger Agreement to reflect the terms contained in this letter.
I expect to make appropriate filings on Schedule 13D disclosing the
revision to my proposals with respect to the Partnership and HPGP
promptly after delivery of this letter. I remain of the view that a
going-private transaction is the best strategic alternative
currently available to the Partnership to maximize unitholder value
during a time of significant market and industry turmoil. Should
you have any questions, please do not hesitate to contact me.
Sincerely, /s/ Harold Hamm Harold Hamm cc: Edward D. Doherty
Michael L. Greenwood Rayford T. Reid Joseph Griffin Matthew S.
Harrison [Harold Hamm Letterhead] October 26, 2009 Conflicts
Committee of the Board of Directors Hiland Partners GP Holdings,
LLC As general partner of Hiland Holdings GP, LP 205 West Maple,
Suite 1100 Enid, Oklahoma 73701 Members of the Conflicts Committee:
I hereby propose to amend the Agreement and Plan of Merger, dated
June 1, 2009 (the "Merger Agreement"), among certain of my
affiliates and Hiland Holdings GP, LP (the "Partnership") to
increase the cash merger consideration to $3.20 per common unit
from $2.40 per common unit. I am concurrently delivering a letter
to the conflicts committee of the board of directors of the general
partner of Hiland Partners, LP ("HLND") proposing to amend the HLND
merger agreement to increase the cash merger consideration to
$10.00 per common unit from $7.75 per common unit. To allow the
Conflicts Committee and the Board of Directors time to consider my
revised offer, I also hereby propose that Section 7.1(b)(i) of the
Merger Agreement be promptly amended to extend the "End Date" to
November 6, 2009. If my proposal to increase the cash merger
consideration is accepted, I would expect that the End Date would
be further extended as necessary to consummate the transactions.
Except as revised herein, the terms of my proposal remain as set
forth in the Merger Agreement. This proposal is non-binding until
appropriate changes are agreed to in the Merger Agreement to
reflect the terms contained in this letter. I expect to make
appropriate filings on Schedule 13D disclosing the revision to my
proposals with respect to the Partnership and HLND promptly after
delivery of this letter. I remain of the view that a going-private
transaction is the best strategic alternative currently available
to the Partnership to maximize unitholder value during a time of
significant market and industry turmoil. Should you have any
questions, please do not hesitate to contact me. Sincerely, /s/
Harold Hamm Harold Hamm cc: Edward D. Doherty Michael L. Greenwood
Rayford T. Reid Joseph Griffin Matthew S. Harrison DATASOURCE:
Hiland Partners, LP; Hiland Holdings GP, LP CONTACT: Derek Gipson,
Director - Business Development and Investor Relations of Hiland
Partners, LP, +1-580-242-6040 Web Site:
http://www.hilandpartners.com/
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