SEC Declares Toreador Form S-4 Registration Statement Effective in Connection with ZaZa Merger
January 13 2012 - 8:00AM
Business Wire
Toreador Resources Corporation (NASDAQ: TRGL) (“Toreador”) today
announced that the U.S. Securities and Exchange Commission has
declared effective the company's 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 company's 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 company's 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 Toreador’s 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 company’s 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 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 SEC’s Internet site (www.sec.gov). These
documents may also be obtained for free from Toreador’s 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 Toreador’s 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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