Meridian Resource Files and Mails Notice of Special Meeting and Proxy Statement to Shareholders
12 Febrero 2010 - 2:32AM
The Meridian Resource Corporation ("Meridian") (NYSE:TMR) announced
today that it has commenced mailing to shareholders and filed with
the Securities and Exchange Commission definitive proxy materials
in connection with Meridian's merger agreement with Alta Mesa
Holdings, LP. As previously announced, on December 22, 2009,
Meridian and Alta Mesa entered into a definitive merger agreement
whereby Alta Mesa would acquire all of the outstanding common stock
of Meridian for $0.29 per share in cash.
A special meeting of Meridian's shareholders to consider and
vote upon a proposal to adopt the merger agreement has been called
for March 30, 2010 at 10:00 a.m., central time, at the
offices of Fulbright & Jaworski L.L.P., 1301 McKinney in
Houston, Texas. Meridian's shareholders of record as of the close
of business on February 8, 2010 will be entitled to notice of,
and to vote at, the special meeting.
Shareholders are encouraged to read Meridian's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors' unanimous
recommendation that shareholders vote FOR the
proposal to adopt the merger agreement.
The adoption of the merger agreement requires the affirmative
vote of the holders of at least two-thirds of the outstanding
shares of common stock entitled to vote. A failure to vote will
have the same effect as a vote "AGAINST" the adoption of the merger
agreement. If the merger is not completed, Meridian may be forced
to seek protection under federal bankruptcy laws.
Additional Information Regarding the Merger and Where to
Find It
The proposed merger is being submitted to Meridian's
shareholders for their consideration, and Meridian has filed a
proxy statement to solicit shareholder approval of the proposal to
adopt the merger agreement, as well as other relevant documents
concerning the proposed merger, with the SEC. Meridian's
shareholders are urged to read the proxy statement regarding the
proposed merger and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they contain important information. You can obtain a free
copy of the proxy statement, as well as other filings with the SEC
containing information about Meridian, at the SEC's website at
www.sec.gov. Copies of the proxy statement can also be obtained,
without charge, by directing a request to The Meridian Resource
Corporation, Investor Relations, 1401 Enclave Parkway, Suite 300,
Houston, Texas 77077 or at Meridian's Investor Relations page on
its corporate website at www.tmrx.com.
If you have additional questions about the merger, need
assistance in submitting your proxy or voting your shares of common
stock, or need additional copies of the proxy statement or the
enclosed proxy card, you can also contact The Altman Group, Inc.,
our proxy solicitor, toll-free at (877) 864-5052 or call (201)
806-7300 or e-mail questions to TMRinfo@altmangroup.com.
Participant Information
Meridian and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Meridian's
shareholders in connection with the proposed merger. Certain
information regarding the participants and their interests in the
solicitation is set forth in the Form 10-K filed by Meridian with
the SEC on March 16, 2009, and amended on Form 10-K/A on April 30,
2009, both of which are available free of charge from the SEC and
Meridian at their websites as indicated above. Information
regarding the interests of these persons in the solicitation are
more specifically set forth in the proxy statement concerning the
proposed merger that has been filed by Meridian with the SEC and
which is available free of charge from the SEC and Meridian at
their websites, as indicated above.
Forward-Looking Statements
Statements identified by the words "expects," "plans," and
certain of the other foregoing statements may be deemed
"forward-looking statements." Although Meridian believes that the
expectations reflected in such forward-looking statements are
reasonable, these statements involve risks and uncertainties
regarding the transactions described that may cause actual future
activities and results to be materially different from those
suggested or described in this press release. Risks and
uncertainties regarding the transactions include the possibility
that the closing of the merger does not occur, either due to the
failure of closing conditions, including the approval of the
shareholders of Meridian, rights of the parties to terminate the
merger agreement, or other reasons, risks that the merger disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the merger, the outcome of legal
proceedings that have been, or may be, initiated against Meridian
related to the merger and the amount of the costs, fees, expenses
and charges related to the merger. Other risks relating to Meridian
are described in Meridian's documents and reports, available from
the U.S. Securities and Exchange Commission, including the report
filed on Form 10-K, as amended, for the year ended December 31,
2008 and any updates to those factors set forth in our subsequent
Quarterly Reports on Form 10-Q, including risks associated with our
default under our credit facility and other lending
arrangements.
About Meridian
The Meridian Resource Corporation is an independent oil and
natural gas company that explores for, acquires and develops oil
and natural gas properties. Through its wholly owned subsidiaries,
Meridian holds interests primarily in the onshore oil and natural
gas regions of south Louisiana and Texas and offshore in the Gulf
of Mexico.
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CONTACT: The Meridian Resource Corporation
Lance L. Weaver
(281) 597-7125
lweaver@tmrx.com
www.tmrc.com
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