Spinnaker Exploration Agrees to be Acquired by Norsk Hydro for Approximately $2.6 Billion
September 19 2005 - 4:05AM
PR Newswire (US)
HOUSTON, Sept. 19 /PRNewswire-FirstCall/ -- Spinnaker Exploration
Company (NYSE:SKE) announced today that it had entered into a
merger agreement whereby it will be acquired by affiliates of Norsk
Hydro ASA (NYSE: NHY "Hydro") for $65.50 per share in cash. The
merger agreement has been approved by each company's board of
directors and will be filed with the Securities and Exchange
Commission on Form 8-K. The acquisition is subject to approval by
Spinnaker's shareholders and certain regulatory agencies in the
U.S. Subject to the satisfaction of other customary conditions, the
transaction is expected to be completed in the fourth quarter of
2005. "This transaction allows Spinnaker Exploration shareholders
to realize substantial and immediate value at an attractive premium
and gives Spinnaker Exploration employees the opportunity to join a
new, successful team. Hydro has complementary technical
capabilities, a proven track record as a high- quality operator of
assets, greater resources and a management that is eager to
preserve Spinnaker's entrepreneurial spirit," said Roger Jarvis,
Spinnaker's Chairman and Chief Executive Officer. Randall &
Dewey, a division of Jefferies & Company, acted as lead
financial advisor to the Company. Credit Suisse First Boston also
advised the Company and rendered a fairness opinion to Spinnaker's
board of directors. Spinnaker Exploration Company is an independent
energy company engaged in the exploration, development and
production of oil and gas in the U.S. Gulf of Mexico and West
Africa. To learn more about Spinnaker, the Company's website may be
accessed at http://www.spinnakerexploration.com/. Certain
statements in this press release are forward-looking and are based
upon Spinnaker's current belief as to the outcome and timing of
future events that are subject to numerous uncertainties. For
instance, although Spinnaker and Norsk Hydro have signed an
agreement for a subsidiary of Norsk Hydro to merge with Spinnaker,
there is no assurance that they will complete the proposed merger.
The merger agreement will terminate if the companies do not receive
necessary approval of Spinnaker's shareholders or government
approvals or fail to satisfy conditions to closing. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements herein include the timing
and extent of changes in oil and gas prices, operating risks and
other risk factors as described in Spinnaker's Annual Report on
Form 10-K for the year ended December 31, 2004 and its other
filings with the Securities and Exchange Commission. Should one or
more of these risks or uncertainties occur, or should underlying
assumptions prove incorrect, Spinnaker's actual results and plans
could differ materially from those expressed in the forward-looking
statements. The forward-looking statements in this press release
are made only as of the date hereof, and Spinnaker undertakes no
obligation to update such forward-looking statements. Spinnaker
will file a proxy statement and other documents regarding the
proposed transaction described in this press release with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
SPINNAKER AND THE PROPOSED TRANSACTION. A definitive proxy
statement will be sent to stockholders of Spinnaker seeking their
approval of the transaction. Investors and stockholders may obtain
a free copy of the definitive proxy statement (when available) and
other documents filed by Spinnaker with the Securities and Exchange
Commission at the Securities and Exchange Commission's web site at
http://www.sec.gov/. The definitive proxy statement and other
relevant documents may also be obtained free of cost by directing a
request to Robert M. Snell, Vice President, Chief Financial Officer
and Secretary at (713) 759-1770. Spinnaker's directors and
executive officers may be deemed, under Securities and Exchange
Commission rules, to be participants in the solicitation of proxies
from the stockholders of Spinnaker in connection with the proposed
transaction. Certain directors and executive officers of Spinnaker
may have interests in the merger, including acceleration of vesting
of stock options and restricted stock and as a result of holding
options or shares of Spinnaker common stock generally. Information
about Spinnaker's directors and officers can be found in
Spinnaker's Proxy Statements and Annual Reports on Form 10-K filed
with the Securities and Exchange Commission. Additional information
regarding the interests of those persons may be obtained by reading
the proxy statement and other documents regarding the proposed
transaction when they become available.
http://www.newscom.com/cgi-bin/prnh/19990917/SPINLOGO
http://photoarchive.ap.org/ DATASOURCE: Spinnaker Exploration
Company CONTACT: Robert M. Snell, Vice President, Chief Financial
Officer and Secretary of Spinnaker Exploration Company,
+1-713-759-1770 Web site: http://www.spinnakerexploration.com/
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