Houston Exploration Agrees to be Acquired by Forest Oil for $1.5 Billion in Cash and Forest Common Stock
07 Enero 2007 - 10:26PM
PR Newswire (US)
HOUSTON, Jan. 7 /PRNewswire-FirstCall/ -- The Houston Exploration
Company (NYSE:THX) today announced that it has entered into a
definitive agreement with Forest Oil Corporation (NYSE:FST), under
which Forest will acquire all of the outstanding shares of Houston
Exploration for approximately $1.5 billion in cash and Forest
common stock. Forest will also assume approximately $0.1 billion of
Houston Exploration net debt. Under the terms of the agreement,
Houston Exploration shareholders will receive total consideration
equal to 0.84 shares of Forest common stock and $26.25 in cash for
each outstanding share of Houston Exploration common stock, or an
aggregate of an estimated 23.6 million shares of Forest common
stock and cash of $740 million. This represents $52.47 per share of
consideration to be received by Houston Exploration shareholders
based on the closing price of Forest shares on January 5, 2007. The
exact amount of the total cash and stock consideration to be
received by each Houston Exploration shareholder will be determined
by shareholder elections, subject to proration and an equalization
formula. It is anticipated that the stock portion of the
consideration will be tax free to Houston Exploration shareholders.
The boards of directors of Houston Exploration and Forest have each
unanimously approved the transaction. In addition, JANA Partners,
holder of approximately 14.7% of the outstanding shares of Houston
Exploration, has agreed to vote in favor of the transaction. The
transaction is subject to regulatory approvals and other customary
conditions, as well as both Houston Exploration and Forest
shareholder approval, and is expected to be completed in the second
quarter of 2007. Upon completion of the transaction, it is
anticipated that Forest shareholders would own approximately 73% of
the combined company, and Houston Exploration shareholders would
own approximately 27%. William G. Hargett, chairman, president and
chief executive officer of Houston Exploration, said, "Over the
past year, we have made significant progress in improving Houston
Exploration's operations and creating a more focused asset
portfolio. Our agreement with Forest builds on this solid
foundation and represents a successful conclusion to the strategic
review that our Board and management team began last year to
enhance shareholder value and develop an even stronger future for
our company. The transaction with Forest not only provides
immediate value to Houston Exploration's shareholders, but also
affords them the opportunity to participate in the upside potential
created by our combination. I am confident that together with
Forest, we will have the financial and operational strength needed
to continue capturing the opportunities in our industry." H. Craig
Clark, president and chief executive officer of Forest, said, "We
are undertaking this acquisition of Houston Exploration to further
strengthen Forest's onshore North American asset base and to add
drilling inventory for our proven acquire and exploit strategy.
Houston Exploration further bolsters Forest's position as a leading
independent onshore producer. Together, we will have a highly
concentrated and complementary set of oil and natural gas assets.
We look forward to working with the Houston Exploration team, and
we are excited about adding their employees, as well as their
assets." Lehman Brothers Inc. is serving as financial advisor to
Houston Exploration, and Akin Gump Strauss Hauer & Feld LLP and
Morris, Nichols, Arsht & Tunnell LLP are legal advisors.
Forest's management will hold a teleconference call on January 8,
2007, at 9:00 a.m. ET to discuss the items described in this news
release. If you would like to participate please call
1.800.399.6298 (for U.S./Canada) and 1.706.634.0924 (for
International) and request the Forest Oil teleconference (ID #
5889781). A replay will be available from January 8 through January
15, 2007. You may access the replay by dialing 1.800.642.1687 (for
U.S./Canada) and 1.706.645.9291 (for International) and request the
Forest Oil teleconference replay (ID # 5889781). About The Houston
Exploration Company The Houston Exploration Company is an
independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural
gas and crude oil properties. The Company's operations are focused
in South Texas, the Arkoma Basin, East Texas, and the Rocky
Mountains. For more information, visit the Company's Web site at
http://www.houstonexploration.com/. About Forest Oil Corporation
Forest Oil Corporation is engaged in the acquisition, exploration,
development, and production of natural gas and liquids in North
America and selected international locations. Forest's principal
reserves and producing properties are located in the United States
in Alaska, Louisiana, New Mexico, Oklahoma, Texas, Utah, Wyoming,
and in Canada. Forest's common stock trades on the New York Stock
Exchange under the symbol FST. For more information about Forest,
please visit its Web site at http://www.forestoil.com/.
Forward-looking Statements This news release and oral statements
regarding the subjects of this release contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act. All statements other than
statements of historical fact included in this news release are
forward- looking statements and reflect Houston Exploration's
current expectations and are based on current available information
and numerous assumptions. Important factors that could affect the
completion and timing of the proposed merger include, among others,
approval by Houston Exploration's and Forest's stockholders, the
satisfaction of customary closing conditions, government
regulations and approvals, and other factors discussed in Houston
Exploration's filings with the Securities and Exchange Commission,
including Houston Exploration's annual report on Form 10-K for the
year ended December 31, 2005, and quarterly reports on Form 10-Q.
Houston Exploration assumes no responsibility to update any of the
information referenced in this news release. Additional Information
About This Transaction The Houston Exploration Company and Forest
Oil Corporation intend to file materials relating to the
transaction with the SEC, including one or more registration
statement(s) that contain a prospectus and a joint proxy statement,
which proxy statement will be mailed to Houston Exploration's
stockholders. Investors and security holders of Houston Exploration
are urged to read these documents when they become available and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information about Houston Exploration, Forest and
the proposed merger. Investors and security holders may obtain
these documents free of charge at the SEC's Web site at
http://www.sec.gov/. In addition, the documents filed with the SEC
by Houston Exploration may be obtained free of charge from the
Houston Exploration Web site at http://www.houstonexploration.com/.
The documents filed with the SEC by Forest may be obtained free of
charge from Forest's Web site at http://www.forestoil.com/. In
addition, a free copy of the proxy statement, when it becomes
available, may be obtained from Houston Exploration at 1100
Louisiana Street, Suite 2000, Houston, Texas 77002. Investors and
security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed transaction. Houston Exploration,
Forest and their respective directors and executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
participants and their direct and indirect interests in the
solicitation will be set forth in the proxy statement/prospectus
when it becomes available. Contacts Melissa R. Aurelio Barrett
Golden / Eric Brielmann The Houston Exploration Company Joele
Frank, Wilkinson Brimmer Katcher (713) 830-6887 (212) 355-4449
DATASOURCE: The Houston Exploration Company CONTACT: Melissa R.
Aurelio, of The Houston Exploration Company, +1-713-830-6887; or
Barrett Golden, or Eric Brielmann, both of Joele Frank, Wilkinson
Brimmer Katcher for The Houston Exploration Company,
+1-212-355-4449 Web site: http://www.houstonexploration.com/
http://www.forestoil.com/
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