Halcón Resources and GeoResources Announce Results from Special Meetings of Stockholders
July 31 2012 - 4:15PM
Business Wire
Halcón Resources Corporation (NYSE: HK) (“Halcón”) and
GeoResources, Inc. (NASDAQ:GEOI) (“GeoResources”) today announced
that each company has received the necessary approvals from their
respective stockholders to authorize GeoResources’ merger with a
wholly owned subsidiary of Halcón pursuant to the previously
announced Agreement and Plan of Merger, dated as of April 24, 2012,
by and among Halcón, Leopard Sub 1, Inc., Leopard Sub II, LLC and
GeoResources. Halcón and GeoResources expect to close the merger
effective August 1, 2012.
The approval of the stockholders of Halcón and GeoResources was
one of the final conditions to the closing of the merger. Pursuant
to the merger agreement, GeoResources stockholders will receive
$20.00 in cash and 1.932 shares of Halcón common stock for each
share of GeoResources common stock they hold. As a result of the
transaction, GeoResources’ common stock will cease to be listed on
the NASDAQ Global Select Market.
Halcón stockholders approved the issuance of shares of Halcón
common stock in the merger and also approved the election of
Michael A. Vlasic, Chief Executive Manager of Vlasic Investments
L.L.C. and board member of GeoResources, to Halcón’s board of
directors contingent upon consummation of the merger.
GeoResources stockholders approved the adoption of the merger
agreement and also approved, on an advisory basis, the compensation
paid or payable to GeoResources’ named executive officers relating
to the merger.
About Halcón Resources
Halcón Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.
About GeoResources, Inc.
GeoResources, Inc. is an independent oil and gas company engaged
in the acquisition, drilling and development of undeveloped leases,
purchases of reserves and exploration activities, currently focused
in the Southwest, Gulf Coast and Williston Basin.
Cautionary Statement for Purposes of the “Safe Harbor”
Provisions of the Private Securities Litigation Reform Act of
1995
This news 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 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 the anticipated closing date of the proposed
merger. Forward-looking statements are based on current
expectations and assumptions we believe are appropriate under the
circumstances. However, actual results and developments are subject
to a number of risks and uncertainties, including, but not limited
to, the ability of the parties to consummate the proposed merger.
Halcón and GeoResources undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
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