Statoil closes tender offer for Brigham Exploration Company and announces subsequent offering period
(Thomson Reuters ONE) -
Statoil ASA (OSE: STL, NYSE: STO) ("Statoil") and Brigham Exploration Company
(NASDAQ: BEXP) ("Brigham") today announced that more than 87.7 % of the
outstanding shares of Brigham's common stock have been tendered to Statoil
(including and assuming delivery of shares tendered by notice of guaranteed
delivery).
"This transaction underpins Statoil's strategy for growth," says Statoil's Chief
Executive Officer, Helge Lund.
"Brigham brings a talented team and a first class onshore asset to our growing
North American activities, and we are excited to include their competence,
operational capacity and attractive position in the Williston Basin as we expand
in US onshore plays," Lund says.
The Brigham stockholders have tendered 104,029,535 shares of Brigham common
stock, par value $0.01 per share (the "Shares"), to Statoil's indirect, wholly
owned subsidiary, Fargo Acquisition Inc. ("Purchaser"), pursuant to the offer to
purchase dated October 28, 2011, representing more than 87.7 percent of the
outstanding Shares (including and assuming delivery of 7,115,922 Shares tendered
by notice of guaranteed delivery). The tender offer expired at 12:00 midnight,
New York City time, at the end of Wednesday, November 30, 2011. Purchaser has
accepted for payment, and expects to promptly pay for, all Shares tendered and
not withdrawn on or prior to the expiration of the tender offer.
Statoil has also announced the commencement of a subsequent offering period
beginning on Thursday, December 1, 2011 and expiring at 12:00 midnight, New York
City time, at the end of Wednesday, December 7, 2011, unless extended. Any
Shares validly tendered during this subsequent offering period will be accepted
immediately for payment, and tendering stockholders will thereafter promptly be
paid the same offer price of $36.50 per Share, net to the seller in cash,
without interest thereon and less any applicable withholding taxes, in
accordance with the terms of the tender offer. The procedures for accepting the
tender offer and tendering Shares during the subsequent offering period are the
same as those described for the tender offer in the offer to purchase, except
that Shares tendered during the subsequent offering period may not be withdrawn.
Following completion of the tender offer, Statoil and Purchaser intend to
complete the acquisition of Brigham through a merger under Delaware law.
Brigham stockholders who do not tender their Shares in the tender offer will not
receive payment for their Shares until the completion of the merger.
Questions and requests for assistance regarding the tender offer may be directed
to the information agent for the offer, Innisfree M&A Incorporated at (877)
687-1875 or (212) 750-5833.
About Statoil
Statoil is an international energy company, headquartered in Norway, with
operations in 34 countries. Building on more than 35 years of experience from
oil and gas production on the Norwegian continental shelf, Statoil is committed
to accommodating the world's energy needs in a responsible manner, applying
technology and creating innovative business solutions. Statoil has 20,000
employees worldwide, and is listed on the New York and Oslo stock exchanges. For
further information, please visit www.statoil.com.
About Brigham Exploration
Brigham is an independent exploration, development and production company that
utilizes advanced exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore oil and natural
gas reserves. For more information about Brigham, please visit www.bexp3d.com.
Further information:
Investor relations Norway:
Hilde Merete Nafstad, senior vice president, investor relations, mobile:
+47 957 83 911
Investor relations US:
Morten Sven Johannessen, vice president, investor relations USA, mobile:
+1 203 570 2524
Press Norway:
Jannik Lindbæk jr., vice president, media relations, mobile: +47 977 55 622
Bård Glad Pedersen, press spokesperson, media relations, mobile: +47 918 01 791
Press US:
Ola Morten Aanestad, vice president, North America communication, mobile:
+1 713 498 0585
Additional information
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of Brigham Exploration Company or
any other securities. Statoil ASA and Fargo Acquisition Inc. have filed a tender
offer statement on Schedule TO, including an offer to purchase, a letter of
transmittal and related documents (the "Tender Offer Statement"), with the SEC.
The offer to purchase shares of Brigham common stock (the "Offer") is only being
made pursuant to the offer to purchase, the letter of transmittal and related
documents filed with such Schedule TO. INVESTORS AND STOCKHOLDERS ARE URGED TO
READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS IT MAY BE AMENDED FROM
TIME TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER,
AS FILED AND AS IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION REGARDING THE OFFER. The solicitation/recommendation
statement on Schedule 14D-9 has been filed with the SEC by Brigham. Investors
and stockholders may obtain a free copy of these statements (when available) and
other documents filed with the SEC free of charge at the website maintained by
the SEC at www.sec.gov or by directing such requests to Innisfree M&A
Incorporated at (877) 687-1875.
None of the information included on any Internet website maintained by Statoil,
Brigham or any of their affiliates, or any other Internet website linked to any
such website, is incorporated by reference in or otherwise made a part of this
press release.
Forward-Looking Statements
This communication contains certain forward-looking statements that involve
risks and uncertainties. In some cases, we use words such as "believe",
"intend", "expect", "anticipate", "plan", "target" and similar expressions to
identify forward-looking statements.
All statements other than statements of historical fact, including, among
others, statements such as those regarding: the expected completion of the
proposed acquisition; plans for future development and operation of projects;
reserve information; expected exploration and development activities and plans;
expected start-up dates for projects and expected production and capacity of
projects; the expected impact of USD/NOK exchange rate fluctuations on our
financial position; oil, gas and alternative fuel price levels; oil, gas and
alternative fuel supply and demand; the completion of acquisitions; and the
obtaining of regulatory and contractual approvals are forward-looking
statements.
These forward-looking statements reflect current views with respect to future
events and are, by their nature, subject to significant risks and uncertainties
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements, including the ability of Statoil to complete the
transactions contemplated by the merger agreement, including the parties'
abilities to satisfy the conditions to the consummation of the proposed
acquisition; the possibility of any termination of the merger agreement; the
timing of the Offer and the subsequent merger; uncertainties as to how many of
Brigham's stockholders will tender their shares of common stock in the Offer;
the possibility that various other conditions to the consummation of the Offer
or the subsequent merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the proposed acquisition. Other factors include levels of
industry product supply, demand and pricing; price and availability of
alternative fuels; currency exchange rates; political and economic policies of
Norway and other oil-producing countries; general economic conditions; political
stability and economic growth in relevant areas of the world; global political
events and actions, including war, terrorism and sanctions; the timing of
bringing new fields on stream; material differences from reserves estimates;
inability to find and develop reserves; adverse changes in tax regimes;
development and use of new technology; geological or technical difficulties; the
actions of competitors; the actions of field partners; the actions of
governments; relevant governmental approvals; industrial actions by workers;
prolonged adverse weather conditions; natural disasters and other changes to
business conditions. Additional information, including information on factors
which may affect Statoil's business, is contained in Statoil's 2010 Annual
Report on Form 20-F filed with the US Securities and Exchange Commission, which
can be found on Statoil's web site at www.statoil.com.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot assure you that our future results, level
of activity, performance or achievements will meet these expectations. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. Unless we are required by law to
update these statements, we will not necessarily update any of these statements
after the date of this communication, either to make them conform to actual
results or changes in our expectations.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Statoil via Thomson Reuters ONE
[HUG#1568006]
Unternehmensinformation / Kurzprofil:
Datum: 01.12.2011 - 08:30 Uhr
Sprache: Deutsch
News-ID 92878
Anzahl Zeichen: 11276
contact information:
Town:
Stavanger
Kategorie:
Business News
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"Statoil closes tender offer for Brigham Exploration Company and announces subsequent offering period"
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