On January 26, 2005, Magnum Hunter and Cimarex Energy announced that their respective Boards of Directors had unanimously approved an agreement and plan of Merger that provides for the acquisition of Magnum Hunter by Cimarex Energy. Closing is anticipated before the end of the second quarter of 2005, subject to customary regulatory approvals.
As previously announced by Magnum Hunter on October 7, 2004, Company founder and current President and CEO, Mr. Gary C. Evans, will be retiring from the Company on April 4, 2005 after twenty years of very distinguished service to the Company. Mr. Evans will continue to serve as a member of Magnum Hunter's Board of Directors.
Mr. Frazier currently serves as Magnum Hunter's Executive Vice President and Chief Operating Officer. He joined the Company in 1994. Mr. Frazier has over 25 years of direct experience in the energy industry and is a 1970 graduate of the University of Tulsa with a Bachelor of Science Degree in Petroleum Engineering. He is a registered Professional Engineer in Texas and a member of the Society of Petroleum Engineers and many other professional organizations.
Commenting on the announcement today, Mr. Jerry Box, Chairman of the Board stated, "The Board of Directors is extremely grateful for all of the positive contributions and accomplishments Gary Evans has achieved for Magnum Hunter and its shareholders over the past twenty years. The Board is very pleased to announce Dick Frazier's appointment as President and CEO. Dick is the perfect choice to continue guiding the Company forward during the interim period prior to the successful completion of the announced merger with Cimarex Energy."
Recent Announcement To Be Acquired by Cimarex Energy
On January 26, 2005, Magnum Hunter and Cimarex Energy Co. announced that their respective boards of directors had approved an agreement and plan of merger that provides for the acquisition of Magnum Hunter by Cimarex Energy. Closing is anticipated before the end of the second quarter in 2005, subject to customary regulatory approvals.
Under the terms of the proposed agreement, Magnum Hunter shareholders will receive 0.415 shares of Cimarex Energy common stock for each share of Magnum Hunter common stock that they own. The merger is expected to be non-taxable to the shareholders of both companies. In addition to the merger consideration and prior to closing, Magnum Hunter intends to distribute its ownership interest in TEL Offshore Trust to its common stockholders as a special dividend.
As a result of the merger transaction and based on the 87.5 million Magnum Hunter common shares currently outstanding, Cimarex Energy expects to issue approximately 36.3 million common shares to Magnum Hunter's common stockholders. On that basis, it is anticipated that after closing, the combined company would have approximately 78 million basic shares outstanding. Cimarex Energy shareholders would own 53 percent and Magnum Hunter shareholders will own 47 percent of the combined entity.
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