Alta Mesa Holdings to Acquire Meridian Resource Corp.

The Meridian Resource Corporation has entered into a definitive agreement and plan of merger for Meridian to be acquired by Alta Mesa Holdings, LP, a privately held company, for $0.29 per share in cash, representing an equity value of approximately $26.8 million. In conjunction with this transaction, Alta Mesa will assume all of Meridian's outstanding obligations, including those under the company's senior secured credit agreement and its equipment loan agreement. The definitive agreement and plan of merger was unanimously approved by Meridian's board of directors, and the board has recommended that Meridian shareholders vote in favor of the merger agreement. In addition, Meridian received all necessary consents under its applicable loan agreements.

Under the terms of the merger agreement, Meridian stockholders would receive $0.29 per share in cash, representing a premium of approximately 12 percent to Meridian's closing share price of $0.26 on December 22, 2009.

"Meridian's board of directors seriously considered a wide range of potential alternatives, including an infusion of capital, continuing to operate as an independent entity, issuing additional equity in a public or private offering, the sale of certain assets, and combinations with other merger partners," said Paul Ching, Meridian's Chairman, President and CEO. "After conducting an exhaustive evaluation of recapitalization and corporate sale alternatives, our board of directors unanimously concluded that this transaction with Alta Mesa is in the best interests of our shareholders."

The transaction is subject to the approval of Meridian's shareholders and other closing conditions, and is expected to close in the first half of 2010. In connection with the transaction, Rivington Securities, LLC (FINRA member), a subsidiary of Rivington Capital Advisors, LLC, and J.P. Morgan Securities Inc. acted as financial adviser to Meridian, and Morgan Keegan & Company, Inc. provided a fairness opinion to Meridian's board of directors.



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