FILED BY ECLIPSE RESOURCES CORPORATION
FORM
S-4
FILE
NO. 333-227815
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: BLUE RIDGE MOUNTAIN RESOURCES, INC.
122 West John Carpenter Freeway, Suite 300
Irving, Texas 75039
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
February 13, 2019
To the
Stockholders of Blue Ridge Mountain Resource, Inc.:
Blue Ridge Mountain Resources, Inc., a Delaware corporation (
BRMR
), hereby gives
notice that its stockholders, acting by written consent in lieu of a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the
DGCL
), have:
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(i)
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adopted the Agreement and Plan of Merger, dated as of August 25, 2018, by and among Eclipse Resources
Corporation, a Delaware corporation (
Eclipse
), Everest Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Eclipse (
Merger Sub
), and BRMR (as amended on January 7, 2019 and as it may be
further amended from time to time, the
Merger Agreement
), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into BRMR, with BRMR surviving as a wholly owned subsidiary
of Eclipse (the
Merger
); and
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(ii)
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approved the Merger and the other transactions contemplated by the Merger Agreement.
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BRMR has received written consents in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the
Merger Agreement from the holders of a majority of the issued and outstanding shares of BRMRs common stock, par value $0.01 per share (
BRMR Common Stock
), as of the record date of January 9, 2019, constituting the
requisite approval of these matters by BRMRs stockholders under the DGCL and under the Stockholders Agreement, dated as of May 6, 2016, by and among BRMR and the holders of BRMR Common Stock (the
Stockholders
Agreement
). All previously delivered written consents of BRMRs stockholders therefore have become irrevocable.
Additionally, BRMR has
received requests from its stockholders holding the requisite percentage (
i.e.
, more than 66
2
⁄
3
%) of the issued and outstanding shares of BRMR Common Stock
to cause the Merger to be a Drag Transaction under (and as defined in) the Stockholders Agreement. As a result, BRMRs stockholders will not be entitled to exercise appraisal rights under the DGCL with respect to the Merger and will
be required to take or refrain from taking certain actions, in each case, in furtherance of the completion of the Merger.
As a result of the Merger, each
issued and outstanding share of BRMR Common Stock will be converted into the right to receive 4.4259 shares of common stock, par value $0.01 per share, of Eclipse (
Eclipse Common Stock
), subject to adjustment as specified in the
Merger Agreement, including for a
15-to-1
reverse stock split of Eclipse Common Stock to be effected immediately prior to, and conditioned on, the closing of the Merger,
resulting in an adjusted exchange ratio of 0.29506 of a share of Eclipse Common Stock for each share of BRMR Common Stock. Upon completion of the Merger, Eclipse will change its name to Montage Resources Corporation, and thereafter the Eclipse
Common Stock will trade on the New York Stock Exchange under the symbol MR. Closing of the Merger remains subject to customary closing conditions.
Additional Information and Where to Find It
Additional
information regarding the Merger Agreement, the Merger, the consequences of the Merger being a Drag Transaction and related matters is contained in a definitive consent solicitation statement/information statement/prospectus dated January 28,
2019, which has been filed by Eclipse with the Securities and Exchange Commission (the
SEC
) and was first mailed to BRMR stockholders on or about January 28, 2019. The consent solicitation statement/information
statement/prospectus is part of a registration statement on Form
S-4
(File
No. 333-227815)
filed by Eclipse with the SEC. Eclipse also has filed or will file with
the SEC other documents regarding the Merger and related matters.
BRMR STOCKHOLDERS ARE URGED TO READ THE REGISTRATION