19th Jan 2007 14:08
Whittier Energy Corporation (NASDAQ:WHIT) announced today that ithas entered into a definitive merger agreement with Sterling Energyplc (LSE:SEY.L) under which Sterling will acquire all of theoutstanding shares of Whittier for $11.00 per share in cash resultingin aggregate merger consideration payable to Whittier equity holdersof approximately $145 million. Sterling will also assume approximately$43 million of Whittier net liabilities. £ The Boards of Directors of Whittier and Sterling have unanimouslyapproved the transaction. In addition, Whittier Ventures LLC, holderof approximately 14.34% of the outstanding shares of Whittier, hasagreed to vote in favor of the transaction. The transaction is subjectto routine regulatory approvals and other customary conditions as wellas approval by Whittier's stockholders. The transaction is expected tobe completed in the first quarter of 2007. £ Bryce Rhodes, President and Chief Executive Officer of Whittiersaid; "This transaction allows Whittier Energy stockholders to realizesubstantial value at an attractive premium. It is keeping with ourstated strategy from the outset of creating value for our stockholdersby monetizing at the appropriate time. This has all been made possibleby the very talented team of Whittier directors and employees. Theirhard work and dedication has made the rapid growth of the Companypossible and has resulted in significant value for all the Whittierstockholders and I'd like to take this opportunity to say thanks toeach of them." £ Ferris, Baker Watts, Inc. is acting as lead financial advisor toWhittier. BMO Capital Markets also advised the Company and rendered afairness opinion to Whittier's Board of Directors. Thompson & Knight,LLP acted as the Company's legal advisors. £ About Whittier Energy Corporation £ Whittier Energy Corporation is an independent oil and gasexploration and production company headquartered in Houston, Texas,with operations in Texas, Louisiana and Mississippi. Whittier Energyalso holds non-operated interests in fields located in the Gulf Coast,Oklahoma, Wyoming and California. To find out more about WhittierEnergy Corporation (NASDAQ:WHIT), visit www.whittierenergy.com. £ About Sterling Energy plc £ Sterling is an independent oil and gas exploration and productioncompany formed in October 2002 and listed on the AlternativeInvestment Market ("AIM") of the London Stock Exchange. Sterling hasbuilt a portfolio of production assets in the Gulf of Mexico andoffshore West Africa and has an active exploration program focusedpredominantly on Africa. £ Sterling has expanded its U.S. operations to include the onshoreTexas and Louisiana Gulf Coast. In addition to production fromMauritania, Sterling has built a portfolio of African explorationinterests including Madagascar, Gabon and Cameroon. Furtherinformation is available on its website at www.sterlingenergyuk.com £ Forward-Looking Statements £ This news release includes projections and other "forward-lookingstatements" within the meaning of the Private Securities LitigationAct of 1995. These projections or statements reflect Whittier'scurrent views about future events and performance. No assurances canbe given that these events or performance will occur as projected andactual results may differ materially from those projected. Forinstance, although Whittier and Sterling have signed an agreement fora subsidiary of Sterling to merge with Whittier, there is no assurancethat they will complete the proposed merger. The merger agreement willterminate if the companies do not receive necessary approval ofWhittier's stockholders or government approvals or fail to satisfyconditions to closing. Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements herein include the timing and extent of changes in oil andgas prices, operating risks and other risk factors as described inWhittier's Annual Report on Form 10-KSB for the year ended December31, 2005 and its other filings with the Securities and ExchangeCommission. Should one or more of these risks or uncertainties occur,or should underlying assumptions prove incorrect, Whittier's actualresults and plans could differ materially from those expressed in theforward-looking statements. The forward-looking statements in thispress release are made only as of the date hereof, and Whittierundertakes no obligation to update such forward-looking statements. £ Additional Information About This Transaction £ Whittier will file a proxy statement and other documents regardingthe proposed transaction described in this press release with theSecurities and Exchange Commission. INVESTORS AND SECURITY HOLDERS AREURGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS FILED WITHTHE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE, ASWELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT WHITTIER AND THE PROPOSEDTRANSACTION. A definitive proxy statement will be sent to stockholdersof Whittier seeking their approval of the transaction. Investors andstockholders may obtain a free copy of the definitive proxy statement(when available) and other documents filed by Whittier with theSecurities and Exchange Commission at the Securities and ExchangeCommission's web site at http://www.sec.gov. The definitive proxystatement and other relevant documents may also be obtained free ofcost by directing a request to the Director of Investor Relations,Whittier Energy Corporation, 333 Clay Street, Suite 700, Houston,Texas 77002, telephone (713) 850-1880. £ Whittier's directors and executive officers may be deemed, underSecurities and Exchange Commission rules, to be participants in thesolicitation of proxies from the stockholders of Whittier inconnection with the proposed transaction. Certain directors andexecutive officers of Whittier may have interests in the merger,including receipt of certain retention, severance and/or change ofcontrol payments and as a result of holding options or shares ofWhittier common stock generally. Information about Whittier'sdirectors and officers can be found in Whittier's Proxy Statements andAnnual Reports on Form 10-KSB filed with the Securities and ExchangeCommission. Additional information regarding the interests of thosepersons may be obtained by reading the proxy statement and otherdocuments regarding the proposed transaction when they becomeavailable. Copyright Business Wire 2007Related Shares:
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