Attached files
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8-K - FORM 8-K - AMERICAN OIL & GAS INC | c03980e8vk.htm |
EX-2.2 - EXHIBIT 2.2 - AMERICAN OIL & GAS INC | c03980exv2w2.htm |
EX-2.1 - EXHIBIT 2.1 - AMERICAN OIL & GAS INC | c03980exv2w1.htm |
Exhibit 99.1
HESS CORPORATION | ||||
Investor Contact: | Jay Wilson | |||
(212) 536-8940 | ||||
Media Contact: | Jon Pepper | |||
News Release
|
(212) 536-8550 |
FOR IMMEDIATE RELEASE
Hess Corporation to Acquire American Oil & Gas Inc.
NEW YORK and DENVER, July 27, 2010 Hess Corporation (NYSE: HES) and American Oil & Gas Inc.
(NYSE-AMEX: AEZ) jointly announced today that Hess has agreed to acquire American Oil & Gas
pursuant to a merger agreement approved by the Boards of Directors of both companies in an
all-stock transaction. The acquisition will increase Hess strategic acreage position in the
Bakken oil play in North Dakota by approximately 85,000 net acres.
Under terms of the agreement, Hess has agreed to issue 0.1373 shares of its common stock in
exchange for each outstanding share of American Oil & Gas common stock. This represents a
9.4 percent premium to American Oil & Gas stockholders based on the closing stock prices of Hess
and American Oil & Gas shares on July 27, 2010. It is expected that Hess would issue
approximately 8.6 million shares for all outstanding American Oil & Gas shares and options on a net
settlement basis. The merger agreement provides for a possible cash dividend to American Oil &
Gas stockholders to the extent of American Oil & Gas positive working capital as of the closing
date (subject to certain adjustments that are described in the merger agreement) and subject to
available cash. Hess has committed (subject to the terms and conditions of a customary commitment
letter) to provide American Oil & Gas with a $30 million working capital credit facility to help
finance American Oil & Gas planned exploration and production activities and other working capital
needs prior to the closing of the transaction .
This acquisition builds upon our strong land position in the Bakken, leverages our nearby
infrastructure and offers operational synergies, said Greg Hill, President of Worldwide
Exploration and Production at Hess.
We believe this transaction captures the value that we have been able to create since our initial
entry in the North Dakota Bakken play four years ago, said Pat OBrien, CEO of American Oil & Gas.
We are excited about the leverage our stockholders will gain not only to Hess compelling Bakken
position and developmental activities, but also to Hess large and diverse global project
portfolio.
The transaction is subject to customary closing conditions, including approval of American Oil &
Gas shareholders. Holders of approximately 20.5 percent of American Oil & Gas common stock have
agreed to vote their shares in favor of the merger. Completion of the transaction is expected in
the fourth quarter of 2010. In connection with the transaction, Goldman, Sachs & Co. is acting as
financial advisor to Hess, and Tudor, Pickering, Holt & Co. Securities Inc. is acting as financial
advisor and provided a Fairness Opinion to American Oil & Gas. Legal counsel is being provided by
White & Case LLP for Hess, and Patton Boggs LLP for American Oil & Gas.
About Hess Corporation
Hess, with headquarters in New York, is a global integrated energy company engaged in the
exploration, production, purchase, transportation and sale of crude oil and natural gas, as well as
the production and sale of refined petroleum products. More information on Hess is available at
www.hess.com
About American Oil & Gas Inc.
American Oil & Gas is an independent oil and natural gas company engaged in exploration,
development and production of hydrocarbon reserves primarily in the Rocky Mountain region.
Additional information about American Oil & Gas is available via the Companys website at
www.americanog.com
Important Information for Investors and Stockholders
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, a solicitation of any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. This communication is being made in respect of the proposed
merger transaction involving Hess and American Oil & Gas. In connection with the proposed
transaction, Hess will file with the Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 containing a proxy statement/prospectus. Hess and
American Oil & Gas also plan to file other documents with the SEC regarding the proposed
transaction. The proposed merger transaction involving Hess and American Oil & Gas will be
submitted to American Oil & Gas stockholders for their consideration and a definitive proxy
statement/prospectus will be mailed to American Oil & Gas stockholders. INVESTORS AND SECURITY
HOLDERS OF American Oil & Gas ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
REGARDING THE PROPOSED TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and stockholders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about Hess and American
Oil & Gas, once such documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Hess will be available
free of charge on Hess internet website at www.hess.com or by contacting Hess Corporate
Secretary Department at 212-536-8602. Copies of the documents filed with the SEC by American Oil &
Gas will be available free of charge on American Oil & Gas internet website at
www.americanog.com or by contacting American Oil & Gas Investor Relations Department at
303-449-1184.
Hess, American Oil & Gas, their respective directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies from the stockholders of American Oil &
Gas in connection with the proposed transaction. Information about the directors and executive
officers of Hess is set forth in its proxy statement for its 2010 annual meeting of stockholders
and in its annual report on Form 10-K, which were filed with the SEC on March 25, 2010 and February
26, 2010, respectively. Information about the directors and executive officers of American Oil &
Gas is set forth in its proxy statement for its 2010 annual meeting of stockholders and in its
annual report on Form 10-K, which were filed with the SEC on May 14, 2010 and March 15, 2010,
respectively. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
Cautionary Statement Regarding Forward-Looking Statements
Some statements contained in this joint news release are 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, including, but not limited to, statements relating to Hess
planned acquisition of American Oil & Gas and the expected terms and timing of the transaction, and
are intended to be covered by the safe harbor created by those Sections. Words such as expect(s),
believe(s), will, may, anticipate(s), estimate(s), should, intend(s), and similar
expressions are intended to identify forward-looking statements. Such forward-looking statements
are based on current understanding and assessment of relevant factors and reasonable assumptions
about the future. Actual results could differ materially as a result of a variety of risks and
uncertainties, including: the ability to obtain the approval of the transaction by American Oil &
Gas stockholders; the timing to consummate the proposed transaction; the risk that a condition to
closing of the proposed transaction may not be satisfied; the risk that a consent that may be
required for the proposed transaction is not obtained or is obtained subject to conditions that are
not anticipated; Hess ability to achieve the synergies and value creation contemplated by the
proposed transaction; Hess ability to promptly and effectively integrate American Oil & Gas
businesses; and the diversion of management time on transaction-related issues. Other factors that
could materially affect Hess and American Oil & Gas actual results include the success rate of
drilling efforts and the timeliness of development activities, their dependence on future drilling
success to produce revenues, fluctuations in oil and gas prices, and other risk factors described
from time to time in each companys reports filed with the SEC. No assurances can be given that
any of the events anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on the results of operations or financial condition of
Hess or American Oil & Gas. Given these uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements. Hess and American Oil & Gas disclaim any intent or
obligation to update publicly any forward-looking statements set forth in this news release,
whether as a result of new information, future events or otherwise. References to quantities of
oil or natural gas may include amounts that Hess or American Oil & Gas believe will ultimately be
produced, but that are not yet classified as proved reserves under SEC definitions.
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