Roan Resources stockholders to receive $1.52
in cash per share of common stock
Sale Follows Comprehensive Review of
Strategic Alternatives
Announce Rick Gideon as Chief Executive
Officer
Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”)
today announced that it has entered into a definitive merger
agreement to be acquired by Citizen Energy Operating, LLC (“Citizen
Energy”), an affiliate of Warburg Pincus LLC (“Warburg Pincus”), in
an all-cash transaction valued at approximately $1.0 billion,
including Roan’s funded net debt of approximately $780 million as
of September 30, 2019. The transaction is expected to be completed
during the fourth quarter of 2019 or the first quarter of 2020,
subject to Roan stockholder approval, regulatory approvals and the
satisfaction of other customary closing conditions.
Under the terms of the merger agreement, which has been
unanimously approved by Roan’s Board of Directors, Roan
stockholders will receive $1.52 in cash for each share of Roan
common stock they own. The all-cash purchase price represents a
premium of approximately 24% over the closing price of Company
shares as of September 30, 2019.
“We are pleased to reach this agreement with Citizen Energy,”
said Joseph A. Mills, Roan’s Executive Chairman of the Board. “This
transaction is the culmination of our Board’s extensive review of
strategic alternatives to maximize value for our stockholders,
including a comprehensive process during which we engaged with a
considerable number of counterparties. Ultimately, the Board
unanimously determined that an all-cash transaction with Citizen
Energy is in the best interests of our stockholders and the Company
and will deliver value to our stockholders at a premium to our
recent share price.”
Additionally, Roan today announced the appointment of Rick
Gideon as its Chief Executive Officer, who will assume his new
responsibilities immediately. Mr. Gideon has over 20 years of
executive and industry experience at a number of large, publicly
held exploration and production companies. Mr. Gideon previously
served as Senior Vice President of US Operations at Devon Energy
Corporation for four years. Prior to his time at Devon Energy
Corporation, Mr. Gideon was the General Manager of the
Mid-Continent Region and Drilling & Completions for HighMount
Exploration & Production, LLC for six years. Prior to that, Mr.
Gideon held senior positions at Linn Energy, Inc. and Dominion
Energy, Inc.
“We are very pleased to bring Rick onboard to see the Company
through the closing process,” said Mr. Mills. “His leadership and
focus will be important during the transition of the business.”
Roan has also elected to temporarily reduce its drilling and
development activity and to suspend all completion activity. This
reduction in activity is to allow Mr. Gideon time to assess the
Company’s overall operations plan. As a result of this change,
investors should no longer rely on the guidance provided by the
Company on its last quarterly investor call, and Roan does not
expect to otherwise update or provide further guidance.
Fully committed debt financing for the transaction will be
provided by JPMorgan Chase Bank, N.A., BMO Harris Bank N.A., The
Toronto Dominion Bank, New York Branch and BofA Merrill Lynch.
Equity financing will be provided by investment funds affiliated
with Warburg Pincus and Citizen Energy.
Citi and Jefferies LLC are serving as financial advisors to
Roan, and Vinson & Elkins LLP is serving as its legal counsel.
BofA Merrill Lynch is serving as financial advisor to Citizen
Energy and Latham & Watkins LLP is serving as its legal
counsel.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see Roan’s
Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission (the “SEC”) in connection with this
transaction.
About Roan Resources
Roan is an independent oil and natural gas company headquartered
in Oklahoma City, OK focused on the development, exploration and
acquisition of unconventional oil and natural gas reserves in the
Merge, SCOOP and STACK plays of the Anadarko Basin in Oklahoma. For
more information, please visit www.RoanResources.com, where we
routinely post announcements, updates, events, investor
information, presentations and recent news releases.
Forward-Looking Statements
This press release includes “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. All statements, other than statements of historical fact,
are forward-looking statements that contain our current
expectations about future results. These forward-looking statements
are based on certain assumptions and expectations made by the
Company, which reflect management’s experience, estimates and
perception of historical trends, current conditions and anticipated
future developments. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the Company, which may cause actual results to differ
materially from those implied or anticipated in the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following: (i) the Company may be unable to satisfy
the conditions to closing, including that a governmental entity may
prohibit, delay or refuse to grant a necessary regulatory approval;
(ii) the proposed transaction may involve unexpected costs,
liabilities or delays; (iii) the Company’s business may suffer as a
result of uncertainty surrounding the proposed transaction; (iv)
the risk that the proposed transaction disrupts the Company’s
current plans and operations or diverts management’s or employees’
attention from ongoing business operations; (v) the risk of
potential difficulties with the Company’s ability to retain and
hire key personnel and maintain relationships with suppliers and
other third parties as a result of the proposed transaction; (vi)
the risk that Citizen Energy’s committed financing will not close;
(vii) stockholder litigation in connection with the proposed
transaction may affect the timing or occurrence of the proposed
transaction or result in significant costs of defense,
indemnification and liability; (viii) the Company may be adversely
affected by other economic, business or competitive factors; (ix)
the occurrence of any event, change or other circumstances could
give rise to the termination of the definitive merger agreement;
and (x) other risks to the consummation of the proposed
transaction, including the risk that the proposed transaction will
not be consummated within the expected time period or at all. When
considering these forward-looking statements, you should also keep
in mind the risk factors and other cautionary statements found in
the Company’s filings with the SEC, including its Annual Report on
Form 10-K for the year ended December 31, 2018 and subsequently
filed Quarterly Reports on Form 10-Q and Current Reports on Form
8-K.
All forward-looking statements, expressed or implied, included
in this release are expressly qualified in their entirety by this
cautionary statement. This cautionary statement should also be
considered in connection with any subsequent written or oral
forward-looking statements that we or persons acting on our behalf
may issue.
Except as otherwise required by applicable law, we disclaim any
duty to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect
events or circumstances after the date of this release.
Additional Information for Stockholders
In connection with the proposed transaction, Roan will file a
proxy statement and other relevant documents with the SEC regarding
the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL INCLUDE IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain a free copy of the
proxy statement and other documents filed by Roan (when available)
at its website, www.RoanResources.com, or at the SEC’s website,
www.sec.gov. The proxy statement and other relevant documents may
also be obtained for free from Roan by directing such request to
Roan Resources, Inc., to the attention of the Corporate Secretary,
14701 Hertz Quail Springs Parkway, Oklahoma City, OK 73134.
Participants in the Solicitation
Roan and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Roan in connection with the proposed transaction.
Information about the directors and executive officers of Roan is
set forth in Roan’s Registration Statement on Form S-1, which was
filed with the SEC on July 17, 2019. This document can be obtained
free of charge from the SEC’s website at www.sec.gov or from
Roan by writing to the address indicated above. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the proxy
statement and other relevant materials to be filed with the SEC
when they become available.
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version on businesswire.com: https://www.businesswire.com/news/home/20191001005766/en/
Elijah Lavicky Vice President - Finance IR@RoanResources.com
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