Tremisis Energy Acquisition Corporation and RAM Energy, Inc. Consummate Merger
May 08 2006 - 11:02AM
Business Wire
Tremisis Energy Acquisition Corporation (OTCBB: TEGY, TEGYU, TEGYW)
("Tremisis"), a publicly held specified purpose acquisition
company, and RAM Energy, Inc. ("RAM"), a privately held independent
oil and gas company engaged in the acquisition, exploration,
exploitation and development of oil and gas properties and the
production of oil and gas, jointly announced that the stockholders
of Tremisis have approved the merger of the two companies, that
conditions to the agreement and plan of merger have been satisfied,
and that the merger has been consummated. The vote approving the
merger took place today at Tremisis' special meeting of
stockholders. In accordance with the merger agreement, Tremisis has
changed its name to RAM Energy Resources, Inc. Tremisis expects
that its common stock, warrants and units will cease trading on the
Over-the-Counter Bulletin Board and begin trading on the Nasdaq
Capital Market beginning May 9, 2006 under the symbols RAME, RAMEW
and RAMEU, respectively assigned to the newly combined organization
RAM Energy Resources, Inc. RAM Energy Resources, Inc. will have a
total of 33.3 million shares outstanding at the close of the
transaction. In connection with the merger, 25.6 million shares of
the combined organization have been issued to stockholders of RAM
plus $30 million in cash. None of the shares of RAM Energy
Resources issued to RAM shareholders may be sold or otherwise
transferred until the six-month anniversary of the consummation of
the merger, and no more than 50% of such shares may be sold during
the following six months, subject to certain exceptions. In
addition to approving the merger, Tremisis shareholders also
approved the 2006 Long-Term Incentive Plan and certain amendments
to Tremisis' certificate of incorporation, including the change of
name to RAM Energy Resources, Inc. Larry Coben, Chairman of
Tremisis Acquisition Corporation commented, "We are extremely
pleased with the affirmative vote for the merger and the successful
completion of this transaction. We thank our stockholders for their
support as well as all who worked so diligently to ensure the
success of this transaction." He added, "The merged entity is well
positioned with a strong reserve base and healthy financial
position....We are excited about the company's future
opportunities." "The merger provides RAM an attractive route to
becoming a publicly traded company and the attendant enhanced
access to the public capital markets to support future growth,"
said Larry Lee, Chairman, CEO and President of RAM Energy.
"Similarly, we are pleased that the stockholders of Tremisis were
supportive of the merger," added Mr. Lee. About RAM Energy, Inc.
RAM Energy, Inc. is an independent oil and gas company engaged in
the acquisition, exploration, exploitation and development of oil
and gas properties and the production of oil and gas. RAM's
producing properties are located primarily in Texas, New Mexico,
Oklahoma and on-shore Louisiana and Mississippi. Most of RAM's
properties have the potential for the development and exploitation
of additional reserves. RAM owns or has licensed 2-D or 3-D seismic
data covering significant portions of its properties. RAM also owns
a significant block of undeveloped deep rights in
held-by-production leases covering the Barnett Shale natural gas
play, located northwest of Fort Worth, Texas in Jack and Wise
Counties. RAM also owns interests in approximately 2,900 wells and
operates approximately 1,900 of these wells, which represented 86%
of its PV-10 value at year-end 2005 of $345.5 million.
Forward-Looking Statements This release includes certain statements
that may be deemed to be "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements in this release, other than statements of historical
fact, that address estimates of shares outstanding after the
merger, timing of the close of the merger, initiation of trading of
shares of the combined organization and stock trading symbol
assigned by Nasdaq, future exploitation, development and
exploration activity, the pre-tax PV10 value of estimated reserves
and events or developments that the company expects or believes are
forward-looking statements. Although RAM and Tremisis believe the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking statements. Factors
that could cause actual results to differ materially from those in
forward-looking statements ("Cautionary Statements") include oil
and gas prices, future production levels, demand for oil and gas,
future acquisitions, the effect of existing and future laws and
government regulations, continued availability of capital and
financing, and general economic, market or business conditions, as
well as other risk factors described from time to time in the
combined company's filings with the SEC. All subsequent written and
oral forward-looking statements attributable to RAM Energy
Resources, Inc., or persons acting on RAM's behalf, are expressly
qualified in their entirety by the Cautionary Statements. RAM and
Tremisis assume no obligation to update publicly such
forward-looking statements, whether as a result of new information,
future events or otherwise.
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