Statoil ASA Closes Tender Offer for Brigham Exploration Company and Announces Subsequent Offering Period
01 Diciembre 2011 - 1:30AM
Marketwired
Statoil ASA (OSLO: STL) (NYSE: STO) ("Statoil") and Brigham
Exploration Company (NASDAQ: BEXP) ("Brigham") today announced that
more than 87.7 percent of the outstanding shares of Brigham's
common stock have been tendered to Statoil (including and assuming
delivery of shares tendered by notice of guaranteed delivery).
"This transaction underpins Statoil's strategy for growth," says
Statoil's Chief Executive Officer, Helge Lund.
"Brigham brings a highly talented team and a first class onshore
asset to our growing North American activities, and we are excited
to include their competence, operational capacity and attractive
position in the Williston Basin as we expand our investments in US
onshore plays," Lund says.
The Brigham stockholders have tendered 104,029,535 shares of
Brigham common stock, par value $0.01 per share (the "Shares"), to
Statoil's indirect, wholly owned subsidiary, Fargo Acquisition Inc.
("Purchaser"), pursuant to the offer to purchase dated October 28,
2011, representing more than 87.7 percent of the outstanding Shares
(including and assuming delivery of 7,115,922 Shares tendered by
notice of guaranteed delivery). The tender offer expired at 12:00
midnight, New York City time, at the end of Wednesday, November 30,
2011. Purchaser has accepted for payment, and expects to promptly
pay for, all Shares tendered and not withdrawn on or prior to the
expiration of the tender offer.
Statoil has also announced the commencement of a subsequent
offering period beginning on Thursday, December 1, 2011 and
expiring at 12:00 midnight, New York City time, at the end of
Wednesday, December 7, 2011, unless extended. Any Shares validly
tendered during this subsequent offering period will be accepted
immediately for payment, and tendering stockholders will thereafter
promptly be paid the same offer price of $36.50 per Share, net to
the seller in cash, without interest thereon and less any
applicable withholding taxes, in accordance with the terms of the
tender offer. The procedures for accepting the tender offer and
tendering Shares during the subsequent offering period are the same
as those described for the tender offer in the offer to purchase,
except that Shares tendered during the subsequent offering period
may not be withdrawn. Following completion of the tender offer,
Statoil and Purchaser intend to complete the acquisition of Brigham
through a merger under Delaware law. Brigham stockholders who do
not tender their Shares in the tender offer will not receive
payment for their Shares until the completion of the merger.
Questions and requests for assistance regarding the tender offer
may be directed to the information agent for the offer, Innisfree
M&A Incorporated at (877) 687-1875 or (212) 750-5833.
Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
Brigham Exploration Company or any other securities. Statoil ASA
and Fargo Acquisition Inc. have filed a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents (the "Tender Offer Statement"),
with the SEC. The offer to purchase shares of Brigham common stock
(the "Offer") is only being made pursuant to the offer to purchase,
the letter of transmittal and related documents filed with such
Schedule TO. INVESTORS AND STOCKHOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT, AS FILED AND AS IT MAY BE AMENDED FROM TIME
TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING
THE OFFER, AS FILED AND AS IT MAY BE AMENDED FROM TIME TO TIME,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE OFFER. The
solicitation/recommendation statement on Schedule 14D-9 has been
filed with the SEC by Brigham. Investors and stockholders may
obtain a free copy of these statements (when available) and other
documents filed with the SEC free of charge at the website
maintained by the SEC at www.sec.gov or by directing such requests
to Innisfree M&A Incorporated at (877) 687-1875.
None of the information included on any Internet website
maintained by Statoil, Brigham or any of their affiliates, or any
other Internet website linked to any such website, is incorporated
by reference in or otherwise made a part of this press release.
About Brigham Exploration
Brigham Exploration Company is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to systematically
explore for, develop and produce domestic onshore oil and natural
gas reserves. For more information about Brigham Exploration,
please visit our website at www.bexp3d.com or contact Investor
Relations at 512-427-3444.
Forward-Looking Statement Disclosure
Except for the historical information contained herein, the
matters discussed in this news release are forward-looking
statements within the meaning of the federal securities laws.
Important factors that could cause our actual results to differ
materially from those contained in the forward-looking statements
include early initial production rates which decline steeply over
the early life of wells, particularly our Williston Basin
horizontal wells for which we estimate the average monthly
production rates may decline by approximately 70% in the first
twelve months of production, our growth strategies, our ability to
successfully and economically explore for and develop oil and gas
resources, anticipated trends in our business, our liquidity and
ability to finance our exploration and development activities,
market conditions in the oil and gas industry, our ability to make
and integrate acquisitions, the impact of governmental regulation
and other risks more fully described in the company's filings with
the Securities and Exchange Commission. Forward-looking statements
are typically identified by use of terms such as "may," "will,"
"expect," "anticipate," "estimate" and similar words, although some
forward-looking statements may be expressed differently. All
forward-looking statements contained in this release, including any
forecasts and estimates, are based on management's outlook only as
of the date of this release, and we undertake no obligation to
update or revise these forward-looking statements, whether as a
result of subsequent developments or otherwise.
Statoil Further Information Investor relations
Norway: Hilde Merete Nafstad senior vice president, investor
relations mobile: +47 957 83 911 Investor relations US:
Morten Sven Johannessen vice president, investor relations USA
mobile: +1 203 570 2524 Press Norway: Jannik Lindbaek jr.
vice president, media relations mobile: +47 977 55 622 Bard Glad
Pedersen press spokesperson, media relations mobile: +47 918 01 791
Press US: Ola Morten Aanestad vice president, North America
communication mobile: +1 713 498 0585 Brigham Further
Information Contact: Rob Roosa Director of Finance &
Investor Relations (512) 427-3300
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