Petrohawk and KCS to Hold Stockholder Meetings on July 12, 2006 to Vote on Merger
June 01 2006 - 8:00AM
Business Wire
Petrohawk Energy Corporation (NASDAQ:HAWK) ("Petrohawk") and KCS
Energy, Inc. (NYSE:KCS) ("KCS") today announced that each company
will hold separate stockholders meetings on Wednesday, July 12,
2006, related to the proposed merger of the two companies announced
April 21, 2006. The Petrohawk and KCS stockholder meetings will be
held at the Hotel Derek in Houston, Texas, with KCS's meeting
beginning at 10:00 a.m. CDT and Petrohawk's meeting beginning at
11:00 a.m. CDT. At the meetings, KCS and Petrohawk stockholders
will vote on a proposal to approve the merger of KCS with and into
Petrohawk. If approved, Petrohawk will be the surviving entity. In
connection with the merger, Petrohawk stockholders will also vote
on a proposal to amend Petrohawk's certificate of incorporation to
increase the number of authorized shares of common stock to 300
million. Subject to the approval of these proposals, and
satisfaction of other customary conditions, including expiration of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, Petrohawk and KCS expect to complete the
merger within five business days following the stockholders
meetings. Proxy statements and related materials for the respective
companies will be mailed on approximately June 5, 2006 to all
stockholders of Petrohawk and KCS as of May 30, 2006, the record
date for the meetings. Stockholders may also obtain a copy of these
materials and information on voting procedures by contacting
Georgeson Shareholder Communications, Inc. at 800-279-7074.
Petrohawk Energy Corporation is an independent oil and gas company
engaged in the acquisition, development, production and exploration
of natural oil and gas properties located in North America.
Petrohawk's properties are concentrated in the East Texas/North
Louisiana, Gulf Coast, South Texas, Permian Basin, Anadarko and
Arkoma regions. KCS is an independent oil and gas company engaged
in the acquisition, exploration, development and production of
natural gas and oil properties primarily located in the
Mid-Continent and onshore Gulf Coast regions of the United States.
KCS also has interests in producing properties in Michigan,
California, Wyoming and offshore Gulf of Mexico. Additional
Information for Investors This press release contains
forward-looking information regarding Petrohawk and KCS that is
intended to be covered by the safe harbor "forward-looking
statements" provided by the Private Securities Litigation Reform
Act of 1995. All statements included in this press release that
address activities, events or developments that Petrohawk and KCS
expect, believe or anticipate will or may occur in the future are
forward-looking statements. These often, but not always, are
identified by using words such as "expects", "anticipates",
"plans", "estimates", "potential", "possible", "probable", or
"intends", or stating that certain actions, events or results
"may", "will", "should", or "could" be taken, occur or be
achieved). Forward-looking statements are based on current
expectations, estimates and projections that involve a number of
risks and uncertainties, which could cause actual results to differ
materially from those reflected in the statements. These risks
include, but are not limited to the possibility that the companies
may be unable to obtain stockholder or other approvals required for
the merger Additional information on risks and other factors which
could affect either companies' operations or financial results are
included in the companies' other reports on file with the United
States Securities and Exchange Commission. Forward-looking
statements are based on the estimates and opinions of both
companies' management at the time the statements are made. Neither
Petrohawk nor KCS assume any obligation to update forward-looking
statements should circumstances or management's estimates or
opinions change. Additional Information About the Transaction and
Where to Find It: Petrohawk has filed a registration statement on
Form S-4 (Registration Number 333-134235) with the SEC that
contains a prospectus and a joint proxy statement regarding the
proposed transaction. Investors and security holders of Petrohawk
and KCS are urged to read the definitive joint proxy
statement/prospectus and any other relevant materials filed with
the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about
Petrohawk, KCS and the proposed transaction. Investors and security
holders may obtain these documents free of charge at the SEC's
website at www.sec.gov. In addition, materials filed with the SEC
by Petrohawk may be obtained free of charge from Petrohawk's
website at www.petrohawk.com. Materials filed with the SEC by KCS
may be obtained free of charge from KCS's website at
www.kcsenergy.com. Petrohawk, KCS and their respective executive
officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Petrohawk and KCS
in favor of the proposed transaction. Information about the
executive officers and directors of Petrohawk and their direct or
indirect interests, by security holdings or otherwise, in the
proposed transaction are set forth in the joint proxy
statement/prospectus relating to the proposed transaction.
Information about the executive officers and directors of KCS and
Petrohawk and their direct or indirect interests, by security
holdings or otherwise, in the proposed transaction are set forth in
the joint proxy statement/prospectus relating to the proposed
transaction.
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