Warrant holders may exercise their warrants by delivering the following items on or prior to 5 p.m. Eastern Standard Time on March 21, 2005: (i) a properly completed and duly executed warrant certificate; (ii) any required signature guarantees; and (iii) payment in full of $15.00 per share of common stock to be purchased through the exercise of warrants. Delivery of these items should be made to the warrant agent American Stock Transfer & Trust Company at 59 Maiden Lane, Plaza Level, New York, New York 10038. DO NOT SEND ANY OF THESE ITEMS DIRECTLY TO MAGNUM HUNTER RESOURCES.
Payment for the shares must be made by:
Payment will be deemed to have been received by the warrants agent only upon (1) clearance of any uncertified check; (2) receipt by the warrants agent of any wire transferred funds; or (3) receipt by the warrants agent of any bank certified check drawn upon a United States bank or of any postal, telegraphic or express money order.
Recent Announcement To Be Acquired by Cimarex Energy
On January 26, 2005, Magnum Hunter and Cimarex Energy Co. (NYSE: XEC) 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 (Nasdaq: TELOZ) 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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