Pinnacle Gas Resources, Inc. Enters Into Agreement to be Acquired By Investor Group
February 24 2010 - 8:30AM
PR Newswire (US)
SHERIDAN, Wyo., Feb. 24 /PRNewswire-FirstCall/ -- Pinnacle Gas
Resources, Inc. (NASDAQ:PINN) announced today that it has entered
into a definitive agreement pursuant to which an investor group
will acquire Pinnacle in an all cash transaction for $0.34 per
share of common stock, representing a premium of approximately 28%
to Pinnacle's closing share price of $0.265 on February 23, 2010.
The investor group is led by Scotia Waterous (USA) Inc. and
includes certain members of Pinnacle's management team. Upon
consummation of the merger, the common stock of Pinnacle will no
longer be publicly owned or publicly traded. The Agreement and Plan
of Merger was unanimously approved by Pinnacle's Board of
Directors, upon the unanimous recommendation of a Special Committee
of the Board, which was comprised solely of independent directors.
The Board has recommended that Pinnacle shareholders vote in favor
of the merger agreement. The Special Committee was formed in
October 2009 to review proposals regarding asset divestitures,
strategic transactions, capital restructuring (including additional
or new debt or equity financing), and other alternatives to address
the Company's liquidity constraints arising out of the recent
economic and natural gas pricing environment. "The Special
Committee considered a range of potential alternatives, including
continuing to operate as an independent entity, possible sales of
certain assets, the Company's ability to issue additional equity in
a public or private offering, and restructurings of the Company's
outstanding debt," said Tom McGonagle, Chairman of the Board and
member of the Special Committee. "After conducting an exhaustive
evaluation of the alternatives, the Special Committee and
Pinnacle's Board of Directors unanimously concluded that this
transaction with Scotia Waterous leading the investor group is in
the best interests of our shareholders." The transaction is subject
to the approval of Pinnacle's shareholders (including the approval
of a majority of the shareholders of Pinnacle who are unaffiliated
with DLJ Merchant Banking Partners III, L.P. or the Company's Chief
Executive Officer or Chief Financial Officer), customary closing
conditions and, unless waived by the investor group, certain
acceptable amendments to its credit facility. The merger is
expected to close during the second quarter of 2010. In connection
with the transaction, FBR Capital Markets & Co. acted as
financial advisor to the Special Committee, and Scotia Waterous
acted as financial advisor to the investor group. About Pinnacle
Pinnacle Gas Resources, Inc. is an independent energy company
engaged in the acquisition, exploration and development of domestic
onshore natural gas reserves. It focuses on the development of
coalbed methane (CBM) properties located in the Rocky Mountain
region. Pinnacle holds CBM acreage in the Powder River Basin in
northeastern Wyoming and southern Montana as well as in the Green
River Basin in southern Wyoming. Pinnacle Gas Resources was founded
in 2003 and is headquartered in Sheridan, Wyoming. About Scotia
Waterous (USA) Inc. Scotia Waterous is the oil and gas investment
and merchant banking division of The Bank of Nova Scotia with
offices in Beijing, Buenos Aires, Calgary, Denver, Houston, London
and Singapore. Scotia Waterous is currently in the process of
raising an emerging manager fund and has three existing private oil
and gas portfolio companies. Scotia Waterous is distinguished by
its in-depth knowledge of the oil and gas sector and comprehensive
technical understanding of oil and gas assets on a worldwide basis.
Additional Information and Where to Find It The proposed merger
will be submitted to Pinnacle's shareholders for their
consideration, and Pinnacle will file a proxy statement to be used
to solicit shareholder approval of the proposed merger, as well as
other relevant documents concerning the proposed transaction with
the Securities and Exchange Commission (the "SEC"). Pinnacle
shareholders are urged to read the proxy statement regarding the
proposed transaction when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. Shareholders will be able to obtain a free copy of the
proxy statement, as well as other filings with the SEC containing
information about Pinnacle, at the SEC's website at
http://www.sec.gov/. Copies of the proxy statement can also be
obtained, when available, without charge, by directing a request to
Pinnacle Gas Resources, Inc., Investor Relations, 1 East Alger,
Sheridan, Wyoming, 82801 or at Pinnacle's corporate website at
http://www.pinnaclegas.com/. Participant Information Pinnacle and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Pinnacle
shareholders in connection with the proposed merger. Certain
information regarding the participants and their interests in the
solicitation is set forth in the Form 10-K filed by Pinnacle with
the SEC on April 15, 2009 and Form 10-K/A filed by Pinnacle with
the SEC on December 1, 2009 which are available free of charge from
the SEC and Pinnacle at their websites as indicated above.
Information regarding the interests of these persons in the
solicitation will be more specifically set forth in the proxy
statement concerning the proposed merger that will be filed by
Pinnacle with the SEC and which will be available free of charge
from the SEC and Pinnacle, as indicated above. Safe Harbor This
press release contains forward-looking statements regarding future
events and our future results that are subject to the safe harbors
created under the Securities Act of 1933 (the "Securities Act") and
the Securities Exchange Act of 1934 (the "Exchange Act"). All
statements other than statements of historical facts included in
this news release regarding the proposed merger, including the
timing thereof, the likelihood that such transaction could be
consummated and other statements that are not historical facts,
including any relating to Pinnacle's financial position, business
strategy, plans and objectives of management for future operations,
industry conditions, and indebtedness covenant compliance are
forward-looking statements. When used in this report,
forward-looking statements are generally accompanied by terms or
phrases such as "estimate," "project," "predict," "believe,"
"expect," "anticipate," "target," "plan," "intend," "seek," "goal,"
"will," "should," "could," "may" or other words and similar
expressions that convey the uncertainty of future events or
outcomes. Items contemplating or making assumptions about, actual
or potential future sales, market size, collaborations, and trends
or operating results also constitute such forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond our
control) that could cause actual results to differ materially from
those set forth in the forward-looking statements, including the
following, general economic or industry conditions, nationally
and/or in the areas in which we conduct our business, changes in
the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory
and technical factors affecting our operations, products, services
and prices. Company contact: Attention: Investor Relations, (307)
673-9710 DATASOURCE: Pinnacle Gas Resources, Inc. CONTACT: Ronald
Barnes, Chief Financial Officer, Pinnacle Gas Resources, Inc.,
+1-307-673-9710 Web Site: http://www.pinnaclegas.com/
Copyright
Pinnacle Gas Resources (MM) (NASDAQ:PINN)
Historical Stock Chart
From Apr 2024 to May 2024
Pinnacle Gas Resources (MM) (NASDAQ:PINN)
Historical Stock Chart
From May 2023 to May 2024