Parallel Petroleum Announces Apollo Affiliates’ Commencement of Cash Tender Offer for All Outstanding Shares of Parallel
September 24 2009 - 1:54AM
Business Wire
Parallel Petroleum Corporation (NASDAQ:PLLL) today announced
that PLLL Holdings, LLC and PLLL Acquisition Co., entities formed
for the purpose of acquiring Parallel Petroleum Corporation, have
commenced a tender offer to acquire all of the outstanding shares
of Parallel’s common stock, including the associated rights to
purchase preferred stock (collectively, the “Shares”), for $3.15
per Share in cash, net to holders of Shares without interest and
less any applicable withholding taxes. The offer was commenced in
accordance with the previously announced Agreement and Plan of
Merger, dated as of September 15, 2009, entered into by PLLL
Holdings, LLC, PLLL Acquisition Co. and Parallel Petroleum
Corporation. PLLL Holdings, LLC and PLLL Acquisition Co. are
wholly-owned subsidiaries of an affiliate of Apollo Global
Management, LLC, a leading global alternative asset manager. The
aggregate value of the proposed transaction is approximately $483
million, excluding transaction fees and expenses.
Upon the successful closing of the tender offer, stockholders of
Parallel will receive $3.15 in cash for each Share tendered in the
offer, without interest and less any applicable withholding taxes.
Following completion of the tender offer, under the terms of the
merger agreement, if required, PLLL Acquisition Co. will complete a
second-step merger in which any remaining Shares will be converted
into the right to receive the same per Share price paid in the
tender offer.
The tender offer is conditioned upon, among other things, (i)
there being validly tendered and not withdrawn prior to the
expiration of the tender offer a number of Shares that represents
at least a majority of the then outstanding Shares, and (ii) the
waiting period, if required, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, having expired or been
terminated.
Today, PLLL Acquisition Co. and PLLL Holdings, LLC are filing
with the Securities and Exchange Commission (the “SEC”) a tender
offer statement on Schedule TO that provides the terms of the
tender offer. Parallel is also filing with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of Parallel’s board of directors that
Parallel stockholders accept the tender offer and tender their
shares to PLLL Acquisition Co. As previously disclosed, the board
of directors of Parallel has unanimously approved the
transaction.
The tender offer will expire at midnight New York City time on
October 22, 2009, unless extended in accordance with the terms of
the merger agreement and the applicable rules and regulations of
the SEC. The offer to purchase and related documents in connection
with the tender offer contain other important terms and conditions
with respect to the tender offer and should be carefully reviewed
by stockholders.
Comments
Jeffrey Shrader, Parallel’s Chairman of the Board, commented,
"As I stated in our September 15, 2009 press release, which
announced the Agreement and Plan of Merger, the Board considered a
range of potential alternatives, including continuing to operate as
an independent entity, the returns and dilution associated with
issuing additional equity in a public or private offering, the
possibility of the sale of certain assets, and combinations with
other merger partners. After conducting an exhaustive evaluation of
recapitalization and corporate sale alternatives, our board of
directors unanimously concluded, after in-depth consideration, that
this transaction with Apollo is in the best interests of our
shareholders.”
About Parallel
Parallel Petroleum is an independent energy company
headquartered in Midland, Texas, engaged in the exploitation,
development, acquisition and production of oil and gas using 3-D
seismic technology and advanced drilling, completion and recovery
techniques. Parallel’s primary areas of operation are the Permian
Basin of West Texas and New Mexico, North Texas Barnett Shale,
Onshore Gulf Coast of South Texas, East Texas and Utah/Colorado.
Additional information on Parallel is available via the internet at
www.plll.com.
About Apollo
Apollo is a leading global alternative asset manager with
offices in New York, Los Angeles, London, Singapore, Frankfurt and
Mumbai. Apollo had assets under management of over $38 billion as
of June 30, 2009, in private equity and credit-oriented capital
markets funds invested across a core group of industries where
Apollo has considerable knowledge and resources.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sells shares of Parallel. PLLL
Acquisition Co. and PLLL Holdings, LLC will file a tender offer
statement with the SEC, and will mail an offer to purchase, forms
of letter of transmittal and related documents to Parallel
stockholders. Parallel will file with the SEC, and will mail to
Parallel stockholders, a solicitation/recommendation statement on
Schedule 14D-9. These documents contain important information about
the tender offer and stockholders of Parallel are urged to read
them carefully when they become available.
These documents will be available at no charge at the SEC’s
website at www.sec.gov. The tender offer statement and the related
materials may be obtained for free by directing a request by mail
to Laurel Hill Advisory Group, 100 Wall Street, 22nd Floor, New
York, NY 10005, or by calling toll-free 888-742-1305 or by
directing a request by mail to RBC Capital Markets, Three World
Financial Center, 200 Vesey Street, 9th Floor, New York, NY 10281,
or by calling toll-free 877-652-8914. You may also read and copy
the solicitation/recommendation statement and any reports,
statements and other information filed by PLLL Acquisition Co. or
Parallel with the SEC at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SEC’s website for further
information on its public reference room.
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