Magellan Petroleum Corporation (NASDAQ:MPET) Files An 8-K Other Events
Item 8.01
|
Other Events.
|
to provide certain information in addition to that set forth in
the definitive joint proxy statement/prospectus filed with the
Securities and Exchange Commission (the SEC) on January 13, 2017
relating to, among other things, the Merger Agreement (the Merger
Agreement), dated as of August 2, 2016, as amended, by and among
Magellan, Tellurian Investments Inc. (Tellurian) and River Merger
Sub, Inc., a wholly owned subsidiary of Magellan, and the merger
(the Merger) and the other transactions contemplated thereby.
This Form 8-K should be read in conjunction with the disclosures
contained in the definitive joint proxy statement/prospectus.
Nothing in this Form 8-K shall be deemed an admission of the
legal necessity or materiality of any of the disclosures set
forth herein.
transactions set forth on page 92 of the definitive joint proxy
statement/prospectus, the following sets forth, for each
transaction, the per share premium paid relative to the closing
price of the target company (i) on the day prior to the
announcement of the transaction, (ii) 30 days prior to the
announcement and (iii) 60 days prior to the announcement:
|
Earthstone Energy, Inc. acquisition of Oak Valley Resources
LLC ((i) N/A, (ii) N/A and (iii) N/A) |
|
Stratex Oil Gas Holdings, Inc. acquisition of Richfield Oil
Gas Co. ((i) 66%, (ii) 62% and (iii) 57%) |
|
Contango Oil Gas Co. acquisition of Crimson Exploration,
Inc. ((i) 8%, (ii) 6% and (iii) 5%) |
|
Forestar Group, Inc. acquisition of CREDO Petroleum Corp.
((i) 34%, (ii) 35% and (iii) 40%) |
|
Halcon Resources LLC acquisition of Ram Energy Resources,
Inc. ((i) 14%, (ii) 15% and (iii) 25%) |
|
Denver Parent Corp. acquisition of Venoco, Inc. ((i) 39%,
(ii) 27% and (iii) 6%) |
|
Magnum Hunter Resources Corp. acquisition of NGAS
Resources, Inc. ((i) 43%, (ii) 29% and (iii) 21%) |
|
Hess Corp. acquisition of American Oil Gas, Inc. ((i) 9%,
(ii) 16% and (iii) 12%) |
|
CONSOL Energy, Inc. acquisition of CNX Gas Corporation ((i)
24%, (ii) 39% and (iii) 40%) |
non-GAAP financial information of Tellurian set forth on page 93
of the definitive joint proxy statement/prospectus, a
quantitative reconciliation of such information to the most
comparable GAAP financial measures would not be available without
unreasonable efforts.
solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This report relates to the
Merger Agreement between Magellan and Tellurian.
registration statement on Form S-4 that includes a joint proxy
statement of Magellan and Tellurian that also constitutes a
prospectus of Magellan. Magellan may also file other relevant
documents with the SEC regarding the Merger. The definitive joint
proxy statement/prospectus has been mailed to stockholders of
Magellan and Tellurian. INVESTORS AND SECURITY HOLDERS OF
MAGELLAN AND TELLURIAN ARE URGED TO READ THE DEFINITIVE
BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER.
documents and other documents containing important information
about Magellan and Tellurian when such documents are filed with
the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Magellan are available free of charge on Magellans internet
website at www.magellanpetroleum.com or by contacting Magellan
using the contact information below.
officers and other members of their management and employees may
be deemed to be participants in the solicitation of proxies from
the companies stockholders in connection with the Merger.
Stockholders are urged to carefully read the definitive joint
proxy statement/prospectus regarding the Merger because it
contains important information. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in
the solicitation of the companies stockholders in connection with
the Merger is set forth in the definitive joint proxy
statement/prospectus, which was filed with the SEC on January 13,
2017. You can also find information about Magellans executive
officers and directors in its Annual Report on Form 10-K/A filed
with the SEC on October 27, 2016. You can obtain free copies of
these and other documents containing relevant information at the
SECs website at www.sec.gov or by contacting Magellan by mail at
1775 Sherman Street, Suite 1950, Denver, Colorado 80203, or by
telephone at (720) 484-2400.
About Magellan Petroleum Corporation (NASDAQ:MPET)
Magellan Petroleum Corporation is an oil and gas exploration and production company. The Company focuses on the development of liquefied natural gas (LNG) projects along the United States Gulf Coast. It conducts its operations through two subsidiaries corresponding to the geographical areas in which the Company operates: Magellan Petroleum (UK) Limited (MPUK) and Magellan Petroleum Australia Pty Ltd (MPA). As of June 30, 2016, it had two geographic segments: MPUK and MPA, corresponding to its operations in the United Kingdom and Australia, respectively. It owns interests in the Horse Hill-1 well and related licenses, which consist of PEDLs 137 and 246 in the Weald Basin, onshore the United Kingdom. MPUK’s oil and gas assets consist of various exploration licenses in or adjacent to the Weald Basin located onshore and offshore southern England. MPA’s oil and gas assets consist of NT/P82, which is an exploration block in the Bonaparte Basin, offshore Northern Territory, Australia. Magellan Petroleum Corporation (NASDAQ:MPET) Recent Trading Information
Magellan Petroleum Corporation (NASDAQ:MPET) closed its last trading session down -0.30 at 11.66 with 78,885 shares trading hands.