- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 13 2012 - 8:36AM
Edgar (US Regulatory)
Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by: Toreador Resources Corporation
Subject Company: Toreador Resources Corporation
File No. of Toreador Resources Corporation: 001-34216
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Toreador Resources Corporation
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5 rue Scribe
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75009 Paris France
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Tel 33 1 47 03 34 24
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Fax 33 1 47 03 33 71
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www.toreador.net
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SEC DECLARES TOREADOR FORM S-4 REGISTRATION STATEMENT EFFECTIVE
IN CONNECTION WITH ZAZA MERGER
Announces Record Date and Date for Special Meeting of Stockholders
Paris, France (January 13, 2012)
Toreador Resources Corporation (NASDAQ: TRGL)
(Toreador) today announced that the U.S. Securities and Exchange Commission has declared
effective the companys Form S-4 Registration Statement relating to the August 9, 2011, merger
agreement with ZaZa Energy, LLC (ZaZa). The Company also announced that it has established a
record date and a meeting date for a special meeting of its stockholders to consider and vote upon
a proposal to adopt the merger agreement.
Toreador stockholders of record at the close of business on January 11, 2012, will be entitled
to vote at the special meeting. The special meeting will be held on February 15, 2012, at 11 a.m.,
local time, at The St. Regis Houston, 1919 Briar Oaks Lane, Houston, Texas. The proxy
statement/prospectus contained in the registration statement will be mailed to Toreador
stockholders on or about January 17, 2012.
Mr. Craig McKenzie, President and CEO of Toreador, said, We look forward to the support of
stockholders for this exciting combination. With complementary assets in the Eagle Ford core and
emerging Eagle Ford/Woodbine resource plays in Texas and the Paris Basin in France, the new ZaZa
Energy represents a strategically distinctive international E&P investment opportunity. The
combined company will have a compelling platform for long-term growth and, through its strategic
partnerships, will be well positioned to generate value for all shareholders.
The new combined company, ZaZa Energy Corporation, will be headquartered in Houston, Texas,
with offices in Corpus Christi, Texas and Paris, France, and will trade on NASDAQ under the stock
ticker symbol ZAZA. The transaction is subject to Toreador stockholder approval and other
customary closing conditions. The transaction is expected to close in the first quarter of 2012.
Additional information is available at: http://toreadorzaza.mergerannouncement.com.
ABOUT TOREADOR
Toreador Resources Corporation is an independent international energy company engaged in the
acquisition, development, exploration and production of crude oil. The company holds interests in
developed and undeveloped oil properties in France. More information about Toreador may be found
at the companys web site, http://www.toreador.net.
ABOUT ZAZA ENERGY, LLC
Headquartered in Houston, Texas, ZaZa Energy LLC is a privately held oil & gas company focused
on the exploration and development of both conventional and unconventional reserves with primary
assets in the Eagle Ford resource play. More information about ZaZa may be found at the companys
web site, http://www.zazaenergy.com.
Safe Harbor Statement
Except for the historical information contained herein, the matters set forth in this news
release are 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. Toreador
intends that all such statements be subject to the safe-harbor provisions of those Acts. Many
important risks, factors and conditions may cause Toreadors actual results to differ materially
from those discussed in any such forward-looking statement. These risks include, but are not
limited to, estimates of reserves, estimates of production, future commodity prices, exchange
rates, interest rates, geological and political risks, drilling risks, product demand,
transportation restrictions, actual recoveries of insurance proceeds, the ability of Toreador to
obtain additional capital, and other risks and uncertainties described in the companys filings
with the Securities and Exchange Commission. The historical results achieved by Toreador are not
necessarily indicative of its future prospects. The company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
This communication shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or
Page 2 of 3
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Important Information
ZaZa Energy Corporation (
ZaZa Energy
), the new company established in connection
with the proposed transaction, has filed a registration statement, including a prospectus, with
respect to the shares of ZaZa Energy to be issued in the proposed transaction and Toreador
Resources Corporation (
Toreador
) has filed a proxy statement with the Securities and
Exchange Commission (the
SEC
). Investors are urged to read the registration statement
and proxy statement (including all amendments and supplements to it) because they contain important
information.
Investors may obtain free copies of the registration statement and proxy
statement, as well as other filings containing information about Toreador and ZaZa Energy, without
charge, at the SECs Internet site (
www.sec.gov
). These documents may also be
obtained for free from Toreadors Investor Relations web site (
www.toreador.net
) or by
directing a request to Toreador at: Investor Relations, Toreador Resources Corporation, c/o
Toreador Holding SAS, 5 rue Scribe, Paris France, 75009. Information regarding Toreadors
directors and executive officers and a description of their direct or indirect interests in the
transactions, by security holdings or otherwise, are contained in the proxy statement filed with
the SEC by Toreador in connection with the proposed transactions.
# # #
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CONTACT:
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Shirley Z. Anderson, Corporate Secretary
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Tony Vermeire, Investors Relations
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+214-559-3933
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+33 1 47 03 34 24
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sanderson@toreador.net
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tvermeire@toreador.net
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