Vintage Petroleum Announces Agreement to Be Acquired by Occidental Petroleum for Approximately $3.8 Billion
13 Oktober 2005 - 11:51PM
Business Wire
Vintage Petroleum, Inc. (NYSE:VPI) announced today that it has
entered into a merger agreement to be acquired by Occidental
Petroleum Corporation (NYSE:OXY) for $20.00 cash per Vintage share,
plus 0.42 of an Occidental share for each Vintage share. The total
purchase consideration for Vintage's approximately 68.3 million
shares on a fully diluted basis, including debt assumption net of
cash, is approximately $3.8 billion. "Vintage's mix of domestic and
international assets is complementary to Occidental's existing
portfolio of domestic and international opportunities and enhances
the competitive ability of the combined company," said Charles C.
Stephenson Jr., chairman and CEO. "In addition, the structure of
this transaction allows Vintage shareholders to realize immediate
and potentially continuing value through the blend of cash and
stock," added Mr. Stephenson. The transaction is expected to close
in the first quarter of 2006, subject to approval by Vintage's
shareholders, regulatory approvals and satisfaction of other
customary conditions precedent to completion. Credit Suisse First
Boston LLC and Lehman Brothers Inc. were financial advisors and
provided fairness opinions to Vintage's board of directors.
Additional Information and Where to Find it Vintage will file a
proxy statement, Oxy will file a Form S-4 and both companies will
file other relevant documents concerning the proposed merger
transaction with the Securities and Exchange Commission (SEC).
Investors are urged to read the proxy statement and Form S-4 when
they become available and any other relevant documents filed with
the SEC because they will contain important information. You will
be able to obtain the documents free of charge at the website
maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Vintage free of charge by
contacting William C. Barnes, Executive Vice President and
Corporate Secretary, Vintage Petroleum, Inc., at 110 West Seventh
Street, Tulsa, Oklahoma 74119. These documents will also be
available online at www.vintagepetroleum.com. Participants in
Solicitation Vintage, Oxy and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Vintage shareholders in connection
with the merger. Information about the directors and executive
officers of Vintage and their ownership of Vintage stock is set
forth in the proxy statement for Vintage 2005 Annual Meeting of
Shareholders. Information about the directors and executive
officers of Oxy and their ownership of Oxy stock is set forth in
the proxy statement for Oxy 2005 Annual Meeting of Shareholders.
Investors may obtain additional information regarding the interests
of such participants by reading the proxy statement and Form S-4
for the merger when they become available. Investors should read
the proxy statement and Form S-4 carefully when they become
available before making any voting or investment decisions.
Forward-Looking Statements This release includes certain statements
that may be deemed to be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements in this release, other than statements of historical
facts, which address the proposed acquisition of Vintage, and
events or developments that the company expects or believes are
forward-looking statements. Although Vintage believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees that
the contemplated merger will occur and actual results or
developments may differ materially from those in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include a delay in or the failure to obtain required approvals and
failure to satisfy conditions to closing, as well as other risk
factors described from time to time in the company's filings with
the SEC. The company assumes no obligation to update publicly such
forward-looking statements, whether as a result of new information,
future events or otherwise except as required by law. Vintage
Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation and exploration of oil and gas properties
and the marketing of natural gas and crude oil. Company
headquarters are in Tulsa, Oklahoma, and its common shares are
traded on the New York Stock Exchange under the symbol VPI. For
additional information, visit the company website at
www.vintagepetroleum.com.
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