Parallel Petroleum Corporation, PLLL Acquisition Co. and PLLL Holdings, LLC, entities formed for the purpose of acquiring Parallel Petroleum Corporation and wholly owned subsidiaries of an affiliate of Apollo Global Management, LLC, announced that the subsequent offering period of the tender offer for all of the outstanding shares of common stock of Parallel, including the associated preferred stock purchase rights (collectively, the "Shares"), expired at 5:00 p.m., New York City time, on Thursday, October 29, 2009. Computershare Trust Company, N.A., the disbursing agent for the tender offer, has advised that, as of the expiration of the subsequent offering period, a total of 36,390,826 Shares were validly tendered during the initial offering period and subsequent offering period, representing approximately 87.38% of the outstanding Shares. In accordance with the terms of the tender offer, PLLL Acquisition Co. has accepted for payment and promptly paid for all Shares validly tendered during the subsequent offering period.
In accordance with the merger agreement between PLLL Acquisition Co., PLLL Holdings, LLC and Parallel, dated as of September 15, 2009, PLLL Holdings, LLC will carry out a second-step merger as a result of which Parallel will become a wholly owned subsidiary of PLLL Holdings, LLC. As a result of the purchase of Shares in the tender offer, PLLL Holdings, LLC has sufficient voting power to approve the merger without the affirmative vote of any other Parallel stockholder. In the merger, each Share not previously purchased in the tender offer or subsequent offering period will be converted, subject to appraisal rights, into the right to receive the same $3.15 per Share price, without interest and subject to applicable withholding taxes, that was paid in the tender offer and subsequent offering period. After the merger, Parallel’s common stock will cease to be traded on the NASDAQ Global Select Market.
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