Petrohawk Energy Announces Completion of KCS Merger
July 12 2006 - 3:52PM
Business Wire
Petrohawk Energy Corporation (NASDAQ:HAWK) ("Petrohawk" or the
"Company") announced today that Petrohawk and KCS Energy, Inc.
(NYSE:KCS) ("KCS") held their respective stockholder meetings at
which stockholders of each company approved the agreement and plan
of merger that provides for the merger of KCS and Petrohawk. Upon
the closing of the transaction, which also occurred today, KCS
stockholders became entitled to receive a combination of $9.00 in
cash and 1.65 shares of Petrohawk common stock for each share of
KCS common stock. At the time of the merger, there were 50,036,576
shares of KCS common stock outstanding that will be converted into
82,560,350 shares of Petrohawk common stock. In addition, each
holder of a restricted share of KCS common stock became entitled to
receive 2.3706 restricted shares of Petrohawk common stock. In
total, Petrohawk will issue 83,828,085 common shares and pay $450.3
million in cash as consideration to the KCS stockholders.
Immediately prior to the closing of the merger, Petrohawk had
83,643,040 common shares outstanding. The Company now has
167,471,125 common shares outstanding. KCS stockholders will
receive written instructions from Petrohawk's exchange agent,
American Stock Transfer & Trust Company, for exchanging their
shares of KCS common stock for the merger consideration. The
exchange and transmittal process is expected to begin promptly.
Questions concerning the process should be directed to American
Stock Transfer & Trust Company, at its toll free number
800-937-5449. Current Petrohawk stockholders will retain their
existing shares. Petrohawk believes the transaction positions the
Company as one of the top independent exploration and production
companies in the U.S. with estimated proved reserves of
approximately 1 Tcfe and current daily production of over 300 Mmcfe
per day. Petrohawk believes the combination creates one of the most
concentrated and high impact set of domestic oil and natural gas
assets among independent E&P companies. Petrohawk Energy
Corporation is an independent oil and gas company engaged in the
acquisition, development, production and exploration of natural gas
and oil properties located in North America. Petrohawk's properties
are concentrated in the East Texas/North Louisiana, Gulf Coast,
Permian Basin, Anadarko and Arkoma regions. -0- *T For more
information please refer to Petrohawk's website at
www.petrohawk.com or contact: Shane M. Bayless Joan Dunlap (832)
204-2727 (832) 204-2737 sbayless@petrohawk.com
jdunlap@petrohawk.com *T Additional Information for Investors This
press release contains "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995,
based on Petrohawk's current expectations and include statements
regarding estimates of future production, the quality and nature of
its asset base, the assumptions upon which estimates are based and
other expectations, beliefs, plans, objectives, assumptions,
strategies or statements about future events or performance (often,
but not always, 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). Statements concerning oil and gas reserves also may be
deemed to be forward looking statements in that they reflect
estimates based on certain assumptions that the resources involved
can be economically exploited. 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
problems may arise in the integration of the businesses of the two
companies; the possibility the combined company may be unable to
achieve cost-cutting objectives; the risks of the oil and gas
industry (for example, operational risks in exploring for,
developing and producing crude oil and natural gas; risks and
uncertainties involving geology of oil and gas deposits; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to future production, costs and expenses;
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; health, safety and
environmental risks and risks related to weather such as hurricanes
and other natural disasters); uncertainties as to the availability
and cost of financing; fluctuations in oil and gas prices;
inability to realize expected value from acquisitions, inability of
our management team to execute its plans to meet its goals,
shortages of drilling equipment, oil field personnel and services,
unavailability of gathering systems, pipelines and processing
facilities and the possibility that government policies may change
or governmental approvals may be delayed or withheld. Additional
information on these and other factors which could affect either
companies' operations or financial results are included in
Petrohawk's other reports on file with the United States Securities
and Exchange Commission. Forward-looking statements are based on
the estimates and opinions of Petrohawk's management at the time
the statements are made. Petrohawk assumes no obligation to update
forward-looking statements should circumstances or management's
estimates or opinions change.
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