GeoResources, Inc. Announces Postponement of 2012 Annual Meeting
07 Mayo 2012 - 4:00PM
Business Wire
GeoResources, Inc. (NASDAQ: GEOI), today announced that its
Board of Directors determined to postpone the 2012 Annual Meeting
of Shareholders because of the pendency of the merger and
associated transactions contemplated under the Agreement and Plan
of Merger dated April 24, 2012, by and among, GeoResources, Halcón
Resources Corporation (“Halcón”), Leopard Sub I, Inc., a Colorado
corporation and wholly owned subsidiary of Halcón, Leopard Sub II,
LLC, a Delaware limited liability Registrant and wholly owned
subsidiary of Halcón. The Annual Meeting was originally scheduled
for June 6, 2012.
At a later date GeoResources will provide
information related to a rescheduled meeting.
Cautionary Statement for Purposes of the “Safe Harbor”
Provisions of the Private Securities Litigation Reform Act of
1995This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of
1934, as amended. Statements that are not strictly historical
statements constitute forward-looking statements and may often, but
not always, be identified by the use of such words such as
“expects”, “believes”, “intends”, “anticipates”, “plans”,
“estimates”, “potential”, “possible”, or “probable” or statements
that certain actions, events or results “may”, “will”, “should”, or
“could” be taken, occur or be achieved. The forward-looking
statements include statements about future operations, estimates of
reserve and production volumes and the anticipated timing for
closing the proposed merger. Forward-looking statements are based
on current expectations and assumptions and analyses made by us in
light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors we believe are appropriate under the circumstances.
However, whether actual results and developments will conform with
expectations is subject to a number of risks and uncertainties,
including but not limited to: the possibility that the companies
may be unable to obtain shareholder or other approvals required for
the transaction or satisfy the other conditions to closing; that
problems may arise in the integration of the businesses of the two
companies; that the acquisition may involve unexpected costs; 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 integrate and realize expected value from
acquisitions on a timely basis, inability of management 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. GeoResources’ annual report on Form 10-K (as
amended by Amendment No. 1 on Form 10-K/A) for the year ended
December 31, 2011 and Halcón’s annual report on Form 10-K for
the year ended December 31, 2011, recent current reports on Form
8-K, and other Securities and Exchange Commission filings discuss
some of the important risk factors identified that may affect the
business, results of operations and financial condition.
GeoResources and Halcón undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
Additional Information About the TransactionGeoResources
and Halcón intend to file materials relating to the transaction
with the SEC, including a registration statement of Halcón, which
will include a prospectus of Halcón and a joint proxy statement of
GeoResources and Halcón. The definitive joint proxy
statement/prospectus will be mailed to shareholders of GeoResources
and Halcón. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT GEORESOURCES, HALCÓN AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain these
documents free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by
GeoResources can be obtained free of charge from GeoResources’
website at www.georesourcesinc.com.
The documents filed with the SEC by Halcón can be obtained free of
charge from Halcón’s website at www.halconresources.com.
Participants in SolicitationGeoResources, Halcón and
their respective executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
shareholders of GeoResources and Halcón in respect of the proposed
transaction. Information regarding GeoResources’ directors and
executive officers is available in its Amendment No. 1 on Form
10-K/A to its Annual Report on Form 10-K for the year ended
December 31, 2011, which was filed with the SEC on April 30,
2012, and information regarding Halcón’s directors and executive
officers is available in its annual report on Form 10-K for the
year ended December 31, 2011, which was filed with the SEC on
March 5, 2012, and its proxy statement for its 2012 annual
meeting of stockholders, which was filed with the SEC on
April 12, 2012. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
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