PYR Energy and Samson Enter Into Definitive Merger Agreement for Acquisition of PYR Energy at $1.30 Per Share
April 23 2007 - 11:08PM
PR Newswire (US)
Samson Extends Tender Offer Until May 24, 2007 DENVER and TULSA,
Okla., April 23 /PRNewswire-FirstCall/ -- PYR Energy Corporation
(AMEX:PYR) and Samson Investment Company today announced that they
have entered into a definitive merger agreement pursuant to which
Samson Acquisition Corp., a wholly owned Samson subsidiary, will
amend its existing tender offer for all of the outstanding shares
of PYR common stock to increase its cash offer price to $1.30 per
share. Under the terms of the merger agreement, following
completion of the tender offer, all remaining outstanding shares of
PYR common stock will be cancelled and converted into $1.30 cash
per share, without interest, and Samson Acquisition Corp. will be
merged with and into PYR. Consummation of the tender offer and
merger are subject to customary closing conditions. An amended
offer to purchase describing the terms and conditions of the
amended offer, as provided in the merger agreement, and related
letters of transmittal will be distributed to PYR stockholders as
soon as practicable and PYR will file an amendment to its Schedule
14D-9 to reflect the board of directors' determination that the
amended offer and the merger are in the best interests of the
stockholders and that it recommends that the stockholders accept
the amended offer and approve the merger. Stockholders who have
previously tendered shares that have not been withdrawn, however,
are not required to take any further action in order to receive the
increased offer price under the amended tender offer. The tender
offer, which was scheduled to expire at midnight on April 24, 2007,
is extended to midnight, New York City time, on Thursday, May 24,
2007, unless further extended in accordance with the terms of the
merger agreement. The $1.30 per share offer price values PYR at
approximately $49.4 million, plus the assumption of PYR's debt, and
represents a premium of approximately 38% over PYR's closing price
on January 26, 2007, the last trading day prior to the public
announcement of Samson's initial acquisition proposal, and a
premium of approximately 16% over PYR's closing stock price on
April 10, 2007, the last trading day prior to the announcement of
the agreement in principle reached between PYR and Samson with
respect to the amended offer. Denver based PYR Energy is an
independent oil and gas company primarily engaged in the
exploration for and the development and production of natural gas
and crude oil. At the current time, PYR's activities are focused in
select areas of the Rocky Mountain region, Texas and the Gulf
Coast. Additional information about PYR Energy Corporation can be
accessed via PYR's web site at http://www.pyrenergy.com/. Samson
Investment Company, headquartered in Tulsa, Oklahoma, is a large
privately held corporation engaged in oil and gas exploration,
acquisition and production operations in 18 states in the United
States, Canada, and the North Sea. Samson's tender offer statement
and related press releases can be found at http://www.samson.com/
when available. Important Legal Information This press release is
for informational purposes only and is not an offer to purchase or
the solicitation of an offer to sell any shares. ANY OFFERS TO
PURCHASE OR SOLICITATION OF OFFERS TO SELL PYR SHARES WILL BE MADE
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT SAMSON DISTRIBUTES TO PYR'S STOCKHOLDERS AND
FILES WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). PYR
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL, RELATED MATERIALS AND ANY OTHER DOCUMENTS RELATING TO
THE TENDER OFFER FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER. PYR STOCKHOLDERS MAY OBTAIN FREE
COPIES OF THESE DOCUMENTS AT THE SEC'S WEB SITE AT WWW.SEC.GOV, AT
SAMSON'S WEBSITE AT WWW.SAMSON.COM OR BY CALLING INNISFREE M&A
INCORPORATED, THE INFORMATION AGENT FOR THE OFFER, AT (888)
750-5834 (TOLL FREE FROM THE U.S. AND CANADA). This release and the
PYR's website contain forward-looking statements regarding PYR
Energy Corporation's future plans and expected performance based on
assumptions PYR believes to be reasonable. A number of risks and
uncertainties could cause actual results to differ materially from
these statements, including, without limitation, the success rate
of exploration efforts and the timeliness of development
activities, fluctuations in oil and gas prices, and other risk
factors described from time to time in PYR's reports filed with the
SEC. In addition, PYR operates in an industry sector where
securities values are highly volatile and may be influenced by
economic and other factors beyond PYR's control. This press release
and PYR's website include the opinions of PYR and does not
necessarily include the views of any other person or entity.
DATASOURCE: PYR Energy Corporation; Samson Investment Company
CONTACT: Kenneth R. Berry, Jr., President of PYR Energy
Corporation, +1-303-825-3748; or Annabel Jones, Assistant General
Counsel-Corporate Affairs, Samson Investment Company,
+1-918-591-1006 Web site: http://www.pyrenergy.com/
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