Memorial Resource Development Corp. (Nasdaq:MRD) announced today
that it will hold a special meeting of stockholders in connection
with the proposed merger with Range Resources Corporation (“Range”)
(NYSE:RRC) on September 15, 2016 at 10:00 a.m. Central Time, at
MRD’s offices at 500 Dallas Street, Suite 1800, Houston, Texas
77002. At the special meeting, MRD stockholders will meet for
the following purposes: (i) to vote on a proposal to approve and
adopt the merger agreement and the transactions contemplated by the
merger agreement, including the merger; (ii) to vote on a proposal
to approve, on an advisory (non-binding) basis, the compensation
that may be paid or become payable to MRD’s named executive
officers in connection with the merger; and (iii) to vote on a
proposal to approve the adjournment of the MRD special meeting to a
later date or dates, if necessary or appropriate, to solicit
additional proxies in the event there are not sufficient votes at
the time of the special meeting to approve the first proposal
listed above.
MRD stockholders of record at the close of
business on August 10, 2016, will be entitled to receive notice of
the special meeting and to vote at the special meeting.
As previously announced on May 15, 2016, MRD,
Range and Medina Merger Sub, Inc. (“Merger Sub”), a wholly owned
subsidiary of Range, entered into an Agreement and Plan of Merger
(the “Merger Agreement”) pursuant to which Range will acquire MRD
in exchange for shares of Range common stock. The Merger
Agreement provides that, upon the terms and subject to the
conditions set forth therein, Merger Sub will be merged with and
into MRD, with MRD continuing as the surviving entity and a wholly
owned subsidiary of Range. Under the terms of the Merger
Agreement, each issued and outstanding share of MRD common stock
will be converted into the right to receive 0.375 of a share of
Range common stock. Following the approval by MRD
shareholders and Range stockholders and certain closing conditions,
the merger is expected to close during the third quarter 2016.
About Memorial Resource Development
Corp.
Memorial Resource Development Corp. is an
independent natural gas and oil company engaged in the acquisition,
exploration and development of natural gas and oil properties in
North Louisiana. For more information, please visit our
website at www.memorialrd.com.
Important Information for Investors and
Shareholders
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to a proposed business combination between
Range Resources Corporation “Range” and MRD.
In connection with the proposed transaction,
Range has filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 (333-211994) on June
13, 2016, as amended by Amendment No. 1 thereto as filed with the
SEC on July 14, 2016, that includes a joint proxy statement of
Range and MRD and also constitutes a prospectus of Range. Each of
Range and MRD also plan to file other relevant documents with the
SEC regarding the proposed transactions. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. The definitive joint proxy statement/prospectus(es) for
Range and/or MRD will be mailed to shareholders of Range and/or
MRD, as applicable.
INVESTORS AND SECURITY HOLDERS OF RANGE AND MRD
ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION
STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents containing important information about Range and
MRD, once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Range will be available free of
charge on Range’s internet website at http://www.rangeresources.com
or by contacting Range’s Investor Relations Department by email at
lsando@rangeresources.com, damend@rangeresources.com,
mfreeman@rangeresources.com, or by phone at 817-869-4267. Copies of
the documents filed with the SEC by MRD will be available free of
charge on MRD’s internet website at http://www.memorialrd.com or by
phone at 713-588-8339.
Range, MRD and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive
officers of MRD is set forth in MRD’s proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on
April 1, 2016. Information about the directors and executive
officers of Range is set forth in its proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on
April 8, 2016. These documents can be obtained free of charge from
the sources indicated above.
Other information regarding the participants in
the proxy solicitations 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 such materials
become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Range or MRD using the sources
indicated above.
Cautionary Statement Concerning
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. Forward-looking statements can be
identified by words such as “anticipates,” “intends,” “will,”
“plans,” “seeks,” “believes,” “estimates,” “expects” and similar
references to future periods. Such forward-looking statements
are subject to a number of risks and uncertainties, many of which
are beyond MRD’s control. All statements, other than historical
facts included in this press release, that address activities,
events or developments that MRD expects or anticipates will or may
occur in the future, including such things as MRD’s future capital
expenditures (including the amount and nature thereof), business
strategy and measures to implement strategy, competitive strengths,
goals, expansion and growth of MRD’s business and operations,
plans, market conditions, references to future success, references
to intentions as to future matters and other such matters are
forward-looking statements. All forward-looking statements speak
only as of the date of this press release. Although MRD believes
that the plans, intentions and expectations reflected in or
suggested by the forward-looking statements are reasonable, there
is no assurance that these plans, intentions or expectations will
be achieved. Therefore, actual outcomes and results could
materially differ from what is expressed, implied or forecast in
such statements.
MRD cautions you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond MRD’s
control, incident to the exploration for and development,
production, gathering and sale of natural gas and oil. These risks
include, but are not limited to: commodity price volatility;
inflation; lack of availability of drilling and production
equipment and services; environmental risks; drilling and other
operating risks; regulatory changes; the uncertainty inherent in
estimating natural gas and oil reserves and in projecting future
rates of production, cash flow and access to capital; and the
timing of development expenditures. Information concerning
these and other factors can be found in MRD’s filings with the SEC,
including its Forms 10-K, 10-Q and 8-K. Consequently, all of the
forward-looking statements made in this press release are qualified
by these cautionary statements and there can be no assurances that
the actual results or developments anticipated by MRD will be
realized, or even if realized, that they will have the expected
consequences to or effects on MRD, its business or operations. MRD
has no intention, and disclaims any obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future results or otherwise.
Initial production rates are subject to decline
over time and should not be regarded as reflective of sustained
production levels.
Contact:
Memorial Resource Development Corp.
Hays Mabry – Senior Manager, Investor Relations
(713) 588-8339
ir@memorialrd.com
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