Oklahoma City, Oct 24, 2022 /PRNewswire/ – Omega Acquisition, Inc., an Oklahoma corporation (“the Buyer”), Continental Resources, Inc. Founder Harold G. Hamm owns 100% of the capital. And the Chairman of the Board (“Board”, “Continental” or “Company”) has initiated a tender offer (“Buy”) to acquire all outstanding shares of common stock with a par value of $0.01 per share. (i) stocks owned by Hamm, members of his family and its affiliates (collectively, the “Hamm Family”); (ii) Shares on which the Unvested Company Restricted Shares award is based (along with such Shares the shares referred to in subsection (i), “Rollover Shares”), $74.28 per share in cash (the “Offer Price”) interest and any required withholding; It is subject to tax deduction.
The subscription is made in accordance with the Merger Agreement and Plan (“Merger Agreement”) announced before October 16, 2022 between the Company and the Buyer and is scheduled to expire one minute after 11:59 PM. November 21, 2022 afternoon in New York City.
The completion of the offer and the merger of Buyer and Company (“Merger”) are subject to certain terms and conditions set forth in the Merger Agreement. If these conditions are met or waived (to the extent waiveable), the Offer and immediately thereafter, the Merger will be complete and the Company will continue to be a surviving company, which will be wholly owned by the Hamm family. There are certain exceptions, with certain exceptions, including all shares not purchased under the offer at the time the merger enters into force (i) rollover shares and (ii) shares held by holders who require and are properly entitled to require valuation of such shares. Oklahoma General Corporation Act (“OGCA”) automatically converts to a right to receive in cash the offer price, interest-free, subject to any required withholding tax deductible pursuant to Section 1091. As a result of the merger, the shares will no longer be listed on the New York Stock Exchange; The registration is subsequently revoked under the Securities and Exchange Act of 1934 as amended.
Simultaneously with the execution and delivery of the Merger Agreement, the Company and the Hamm Family entered into a non-bid and support agreement with the Buyer on October 16, 2022, which each member of the Hamm Family has hereby agreed to. , agree not to submit to the offer any stock beneficially owned by such person and to treat that person’s stock in accordance with the merger agreement. The Hamm Family also agreed to take certain other steps to support the Merger and Offer, including by not voting in favor of an alternative acquisition offer involving the Company other than those contemplated by the Merger Agreement, including the Merger and Offer. Hamm and the rest of the Hamm Family own approximately 83% of the total outstanding shares.
Simultaneous with the execution and delivery of the Merger Agreement, Hamm guarantees payment of up to $274 million of Buyer’s obligations to complete the Offer and Merger under certain circumstances. However, the Company may enforce such warranties in connection with the completion of offers and mergers.
On October 16, 2022, the Board, upon the unanimous recommendation of a special committee composed solely of independent, uninterested directors: (i) determined that the Merger Agreement and the transactions envisioned therein, including the Merger Proposal and Merger, were fair. . in the best interests of the Company’s shareholders (the holders of the Rollover Shares or their affiliates or shareholders who are not affiliates of the Company, “Ordinary Shareholders”); (ii) declares our acceptance, adoption and recommendation of the Merger Agreement, authorizes the execution, delivery and performance by the Company of the Merger Agreement; Approved according to regulations. OGCA’s requirements; (iii) decided that the Merger Agreement and Merger would be subject to OGCA Section 1081.H. (iv) has resolved to recommend that ordinary shareholders offer their shares in the offer in accordance with the terms of the merger agreement;