Halcón Resources Corporation (NYSE: HK) (“Halcón”) and GeoResources,
Inc. (NASDAQ:GEOI) (“GeoResources”) today announced that each company
has received the necessary approvals from their respective stockholders
to authorize GeoResources’ merger with a wholly owned subsidiary of
Halcón pursuant to the previously announced Agreement and Plan of
Merger, dated as of April 24, 2012, by and among Halcón, Leopard Sub 1,
Inc., Leopard Sub II, LLC and GeoResources. Halcón and GeoResources
expect to close the merger effective August 1, 2012.
The approval of the stockholders of Halcón and GeoResources was one of
the final conditions to the closing of the merger. Pursuant to the
merger agreement, GeoResources stockholders will receive $20.00 in cash
and 1.932 shares of Halcón common stock for each share of GeoResources
common stock they hold. As a result of the transaction, GeoResources’
common stock will cease to be listed on the NASDAQ Global Select Market.
Halcón stockholders approved the issuance of shares of Halcón common
stock in the merger and also approved the election of Michael A. Vlasic,
Chief Executive Manager of Vlasic Investments L.L.C. and board member of
GeoResources, to Halcón’s board of directors contingent upon
consummation of the merger.
GeoResources stockholders approved the adoption of the merger agreement
and also approved, on an advisory basis, the compensation paid or
payable to GeoResources’ named executive officers relating to the merger.
About Halcón Resources
Halcón Resources Corporation is an independent energy company engaged in
the acquisition, production, exploration and development of onshore oil
and natural gas properties in the United States.
About GeoResources, Inc.
GeoResources, Inc. is an independent oil and gas company engaged in the
acquisition, drilling and development of undeveloped leases, purchases
of reserves and exploration activities, currently focused in the
Southwest, Gulf Coast and Williston Basin.
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of
the Private Securities Litigation Reform Act of 1995
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Statements that are not strictly historical statements constitute
forward-looking statements and may often, but not always, be identified
by the use of such words such as “expects”, “believes”, “intends”,
“anticipates”, “plans”, “estimates”, “potential”, “possible”, or
“probable” or statements that certain actions, events or results “may”,
“will”, “should”, or “could” be taken, occur or be achieved. The
forward-looking statements include the anticipated closing date of the
proposed merger. Forward-looking statements are based on current
expectations and assumptions we believe are appropriate under the
circumstances. However, actual results and developments are subject to a
number of risks and uncertainties, including, but not limited to, the
ability of the parties to consummate the proposed merger. Halcón and
GeoResources undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
