As a result of the special stock dividend and the subsequent merger with Mariner, in addition to retaining all of their shares of Forest common stock, each Forest shareholder will receive approximately 0.8 shares of Mariner common stock for each share of Forest common stock owned of record on February 21, 2006. Upon completion of the merger, Forest shareholders will hold approximately 58 percent of the common stock of Mariner on a diluted basis. Forest will not receive any shares of Mariner common stock in connection with this transaction. As part of the transaction, FERI will borrow from a third party and pay to Forest $200 million cash (subject to certain adjustments to reflect an economic effective date of July 1, 2005), which Forest will use to pay down debt.
Forest shareholders on the record date will receive account statements showing their dividend and ownership in Mariner. The Mariner common stock issued in the merger will be in book-entry form. Stockholders who hold their shares through brokers or other nominees will have their shares of Mariner common stock credited to their accounts by their nominees or brokers.
Mariner Form S-4 Effectiveness and Stockholders Meeting
Additionally, Forest announced that Mariner's Form S-4 registration statement relating to the vote required by the Mariner stockholders under the merger agreement was declared effective by the Securities and Exchange Commission ("SEC") on February 9, 2006 and that Mariner will hold a stockholders meeting on March 2, 2006 to vote on the merger transaction and other matters. The registration statement contains the proxy statement/prospectus-information statement that describes the proposed spin-off, merger, merger agreement and the related issuance of Mariner common stock. The proxy statement/prospectus-information statement is expected to be mailed this week to Mariner stockholders of record entitled to vote on the transaction and will be mailed to Forest shareholders prior to the spin-off and merger. Mariner's Form S-1 registration statement was declared effective by the SEC on February 10, 2006.
Mariner's stock has been approved for listing on the New York Stock Exchange upon completion of the merger and its common stock will trade under the symbol ME.
Trading in Forest Between the Record Date, February 21, 2006, and Dividend Distribution Date
From February 21, 2006, and up to and including March 2, 2006, assuming the merger is approved by Mariner's stockholders and completed on March 2, there will be two markets in Forest common stock, a "regular way" market and a "when-issued" market. Shares of Forest common stock that trade on the regular way market will carry an entitlement to the special stock dividend and the shares of Mariner to be distributed pursuant to the merger transaction. In addition, the NYSE is expected to authorize a when-issued market for Forest common stock in conjunction with the when-issued market for Mariner shares, which is expected to commence on or about February 21, 2006.
Given the nature of this transaction, any holders of Forest common stock who sell shares on or prior to the completion of the spin-off and merger transactions (expected to occur on March 2, 2006), will also be selling their entitlement to receive shares of Mariner common stock. Shareholders of Forest are encouraged to consult with their financial advisors regarding the specific implications of selling their Forest common stock before the completion of the spin-off and merger transactions.
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