United Refining Energy Corp. Announces Record Date for Special Meeting of Stockholders and Special Meeting of Warrantholders to
13 Noviembre 2009 - 7:00AM
Marketwired
United Refining Energy Corp. (the "Company") (NYSE Amex: URX) today
announced that stockholders of record as of November 20, 2009 will
be invited to the Special Meeting of Stockholders to vote upon, or
submit a proxy to vote upon, among other things, the Agreement and
Plan of Reorganization, through which Chaparral Energy, Inc.
("Chaparral") and a wholly-owned subsidiary of the Company will
merge. The Company also announced today that warrantholders of
record as of November 20, 2009 will be invited to the Special
Meeting of Warrantholders to vote upon, or submit a proxy to vote
upon, the Warrant Amendment.
The Special Meeting of Warrantholders and the Special Meeting of
Stockholders are scheduled to be held at the offices of Ellenoff
Grossman & Schole LLP, the Company's counsel, at 150 East 42nd
Street, 11th Floor, New York, New York 10017. The time and date of
the meetings have yet to be scheduled. The full meeting agendas
will be detailed in the definitive proxy statement to be mailed to
all warrantholders and stockholders of record as of the close of
business on November 20, 2009.
Additional information regarding the Company, its proposed
acquisition of Chaparral and the related transactions is available
in the revised Preliminary Proxy Statement and the Company's
Current Reports on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on October 13, 2009 and October 14, 2009
(collectively the "Current Reports"), copies of which, together
with other reports filed by the Company, may be obtained without
charge, at the SEC's website at http://www.sec.gov.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of
proxies from the holders of the Company's securities. Any
solicitation of proxies will be made only pursuant to the
Definitive Proxy Statement to be mailed to all Company stockholders
and warrantholders who hold such securities as of the record date.
Interested investors and security holders are urged to read the
Definitive Proxy Statement and appendices thereto, when available,
and the Current Reports because they contain important information
about the Company, Chaparral and the proposals to be presented at
the Special Meeting of Stockholders and the Special Meeting of
Warrantholders, as the case may be.
About United Refining Energy Corp.
The Company is a special purpose acquisition company formed in
2007 for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or assets
in the energy industry. The Company's initial public offering
("IPO") of units was consummated on December 11, 2007, raising net
proceeds of approximately $464 million (which includes the proceeds
of a private placement of 15,600,000 warrants for $15.6 million to
its sponsor), of which approximately $449 million was placed in a
trust account immediately following the IPO. Each unit is composed
of one share of Company common stock and one warrant with an
exercise price of $7.00. As of November 6, 2009, the Company held
approximately $451.5 million (or approximately $10.03 per share) in
a trust account maintained by an independent trustee, which will be
released upon the consummation of the proposed transaction. For
more information on the Company, please refer to SEC filings or
visit www.urxny.com.
About Chaparral Energy, Inc.
Chaparral is an independent oil and natural gas exploitation and
production company headquartered in Oklahoma City, Oklahoma. Since
its inception in 1988, Chaparral has increased reserves and
production primarily by acquiring and enhancing properties in its
core areas of the Mid-Continent and the Permian Basin. Beginning in
2000, Chaparral expanded its geographic focus to include additional
areas of Gulf Coast, Ark-La-Tex, North Texas and the Rocky
Mountains. For more information on Chaparral please visit
www.chaparralenergy.com.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the Company, Chaparral and the Company's business after
completion of the proposed transactions. Forward-looking statements
are statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and
expectations of the management of the Company and Chaparral, are
subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the Forward-Looking Statements: (i)
the Company's ability to complete its proposed business combination
with Chaparral within the specified time limits; (ii) officers and
directors allocating their time to other businesses or potentially
having conflicts of interest with the Company's business or in
approving the Transaction; (iii) success in retaining or
recruiting, or changes required in, the Company's officers, key
employees or directors following the Transaction; (iv) delisting of
the Company's securities from the NYSE Amex following the
Transaction and inability to list the Company's securities on the
NYSE; (v) the potential liquidity and trading of the Company's
public securities; (vi) the Company's revenues and operating
performance; (vii) changes in overall economic conditions; (viii)
anticipated business development activities of the Company
following the Transaction; (ix) risks and costs associated with
regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of
2002); and (x) other relevant risks detailed in the Company's
filings with the SEC and those factors listed in the revised
Preliminary Proxy Statement under "Risk Factors." The information
set forth herein should be read in light of such risks. Neither the
Company nor Chaparral assumes any obligation to update the
information contained in this release.
Additional Information and Where to Find It
This press release is being made pursuant to and in compliance
with Rules 145, 165 and 425 of the Securities Act of 1933, as
amended, and does not constitute an offer of any securities for
sale or a solicitation of an offer to buy any securities. The
Company, Chaparral and their respective directors and officers may
be deemed to be participants in the solicitation of proxies for the
special meetings of the Company's stockholders and warrantholders
to be held to approve the proposed transactions described herein.
The underwriters of the Company's initial public offering may
provide assistance to the Company, Chaparral and their respective
directors and executive officers, and may be deemed to be
participants in the solicitation of proxies. A substantial portion
of the underwriters' fees relating to the Company's initial public
offering were deferred pending stockholder approval of the
Company's initial business combination, and stockholders are
advised that the underwriters have a financial interest in the
successful outcome of the proxy solicitation. In connection with
the proposed transaction, the Company has filed with the Securities
and Exchange Commission a preliminary proxy statement and will file
a definitive proxy statement. The Company's stockholders and
warrantholders are advised to read, when available, the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the special meetings because
these documents will contain important information. The definitive
proxy statement will be mailed to the Company's stockholders and
warrantholders as of a record date to be established for voting.
The Company's stockholders and warrantholders will also be able to
obtain a copy of the proxy statement, without charge, by directing
a request to: United Refining Energy Corp., 823 Eleventh Avenue,
New York, NY 10019. The preliminary proxy statement and definitive
proxy statement, once available, can also be obtained, without
charge, at the Securities and Exchange Commission's website at
http://www.sec.gov.
Contacts: United Refining Energy Corp. Investor inquiries:
Matthew Abenante Capital Link, Inc. 212-661-7566
URX@CapitalLink.com Media inquiries: Gerald McKelvey Rubenstein
Associates, Inc. 212-843-8013 gmckelvey@rubenstein.com Chaparral
Energy, Inc. Investor inquiries: Joe Evans, CFO 405-478-8770
joe.evans@chaparralenergy.com Media inquiries: Lisa Elliott
DRG&E 713-529-6600 lelliott@drg-e.com
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