PLANO and HOUSTON, Texas, March 19, 2019 (GLOBE NEWSWIRE) -- Denbury Resources Inc. (NYSE: DNR) and Penn Virginia Corporation (NASDAQ: PVAC) jointly announced today that, in connection with Denbury’s pending acquisition of Penn Virginia, April 16, 2019 at 5:00 p.m. Eastern Time is the election deadline for record holders of shares of Penn Virginia’s common stock to elect the form of merger consideration they wish to receive in connection with the transaction.
An election will be valid only if a properly completed and signed election form and letter of transmittal, together with all required documents and materials set forth in the election form and letter of transmittal and the instructions thereto, is received by Broadridge Corporate Issuer Solutions, Inc., the exchange agent for the transaction (“Broadridge”), by the election deadline. Penn Virginia shareholders who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline and should carefully read the instructions from their bank, broker or nominee regarding making elections for their shares. Shareholders with questions should contact Broadridge toll-free at (855) 449-0977, or Penn Virginia’s proxy solicitor, Okapi Partners LLC toll-free at (855) 305-0856 or, for brokers and banks, collect at (212) 297-0720.
The election deadline does not impact the deadline for Penn Virginia common shareholders to vote on the proposal to approve the merger agreement being considered at the special meeting of Penn Virginia shareholders to be held on April 17, 2019 at 10:00 a.m. Central Time. Penn Virginia shareholders are encouraged to vote their shares if they have not already done so.
As previously announced, under the terms of the definitive merger agreement, shareholders of Penn Virginia will receive, subject to proration, a combination of 12.4 shares of Denbury common stock and $25.86 of cash for each share of Penn Virginia common stock. Penn Virginia shareholders will have the option to receive all stock or all cash, subject to proration such that the overall mix of consideration does not result in more or less than $400 million in cash being paid. Shareholders who fail to make an election will receive whichever form of consideration is undersubscribed.
The transaction is subject to the approval of Penn Virginia shareholders and is subject to approval by Denbury’s stockholders of the issuance of common stock and an amendment to Denbury’s charter to increase its authorized shares. The transaction is also subject to customary closing conditions.
ADVISORS
Guggenheim Securities, LLC is lead financial advisor to Denbury. J.P. Morgan Securities LLC is providing financial advice to Denbury with respect to capital structure and financial aspects of the transaction and provided a financing commitment letter for a new $1.2 billion bank revolving credit facility and a $400 million senior secured second lien bridge loan. Jefferies LLC is financial advisor to Penn Virginia. Vinson & Elkins LLP is legal counsel to Denbury. Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn & Crutcher LLP are legal counsel to Penn Virginia.
DENBURY RESOURCES INC.
Denbury is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. Denbury’s goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO2 enhanced oil recovery operations. For more information about Denbury, please visit www.denbury.com. The information on Denbury’s website is not part of this release.
PENN VIRGINIA CORPORATION
Penn Virginia is a pure-play independent oil and gas company engaged in the development and production of oil, NGLs and natural gas, with operations in the Eagle Ford shale in south Texas. For more information about Penn Virginia, please visit www.pennvirginia.com. The information on Penn Virginia’s website is not part of this release.