Chesapeake Energy (ticker: CHK, exchange: New York Stock Exchange (.N))
News Release -
Chesapeake Energy Corporation and Bronco Drilling Company, Inc.
Announce Entry into an Agreement in Principle in Shareholder LawsuitTender Offer for Bronco Shares Extended Through June 3, 2011
OKLAHOMA CITY, May 31, 2011 (BUSINESS WIRE) --
Chesapeake Energy Corporation (NYSE:CHK) and Bronco Drilling Company,
Inc. (NASDAQ: BRNC) today announced that they entered into an agreement
in principle on May 27, 2011 as to the key terms of the settlement
agreement in connection with the putative consolidated class action,
captioned Shriver v. Bronco Drilling Company, Inc., et al.
(CJ-2011-2723), filed in the District Court of Oklahoma County, Oklahoma.
Pursuant to that agreement, Nomac Acquisition, Inc., Chesapeake's
indirect wholly owned subsidiary, has extended its cash tender offer to
purchase all outstanding shares of common stock of Bronco. The cash
tender offer was previously scheduled to expire at 12:00 midnight, New
York City time, on Tuesday, May 31, 2011 and will now expire at 5:00
p.m., New York City time, on Friday, June 3, 2011, unless further
extended in accordance with the merger agreement, applicable rules and
regulations and the procedures described in the Offer to Purchase.
Pursuant to the cash tender offer, Nomac Acquisition, Inc. is offering
to purchase all outstanding Bronco shares for $11.00 per share in cash,
without interest and less any required withholding taxes.
The extension of the tender offer will afford Bronco stockholders
additional time to receive and consider supplemental disclosures in the
Schedule 14D-9 filed by Bronco today in connection with the agreement in
Accordingly, unless further extended, the tender offer and withdrawal
rights will expire at 5:00 p.m., New York City time, on Friday, June 3,
The tender offer remains subject to satisfaction of other customary
closing conditions described in the Offer to Purchase.
The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase and related Letter of Transmittal that have been
sent to holders of Bronco common stock. Copies of the Offer to Purchase
and Letter of Transmittal may be obtained at no charge from the
information agent, MacKenzie Partners, Inc., by calling (800) 322-2885
(toll-free) or (212) 929-5500 (collect). Additionally, any questions
related to the tender offer may be directed to MacKenzie Partners, Inc.
at the telephone numbers provided above.
Johnson Rice & Company L.L.C. is acting as financial advisor to Bronco.
Thompson & Knight LLP and Richards, Layton and Finger P.A. are acting as
legal advisors to Bronco. Jefferies & Company, Inc. is acting as
financial advisor to Chesapeake. Commercial Law Group, P.C. and
Wachtell, Lipton, Rosen & Katz are acting as legal advisors to
Chesapeake Energy Corporation is the second-largest producer of
natural gas, a Top 15 producer of oil and natural gas liquids and the
most active driller of new wells in the U.S.Headquartered
in Oklahoma City, the company's operations are focused on discovering
and developing unconventional natural gas and oil fields onshore in the
U.S.Chesapeake owns leading positions in the Barnett,
Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and
in the Granite Wash, Cleveland, Tonkawa, Mississippian, Bone Spring,
Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken
and Utica unconventional liquids plays.The company has
also vertically integrated its operations and owns substantial
midstream, compression, drilling and oilfield service assets.Chesapeake's
stock is listed on the New York Stock Exchange under the symbol CHK.Further information is available at www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and press releases.
Bronco Drilling Company, Inc. is a publicly held company
headquartered in Edmond, Oklahoma, and is a provider of contract land
drilling to oil and natural gas exploration and production companies.
Bronco's common stock is quoted on The NASDAQ Global Select Market under
the symbol "BRNC".For more information about
Bronco Drilling Company, Inc., visit http://www.broncodrill.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Chesapeake filed a tender
offer statement with the SEC on April 26, 2011 (which was amended by
amendments filed with the SEC on May 3, 2011, May 5, 2011, May 18, 2011,
May 20, 2011 and May 31, 2011), and has mailed an offer to purchase,
forms of letter of transmittal and related documents to Bronco
stockholders. Bronco has filed with the SEC on April 26, 2011 (which was
amended by amendments filed with the SEC on May 3, 2011, May 18, 2011
and May 31, 2011), and has mailed to Bronco stockholders, a
solicitation/recommendation statement on Schedule 14D-9. INVESTORS AND
BRONCO STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED TENDER OFFER DOCUMENTS) AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.
The offer to purchase, the related letter of transmittal and
certain other offer documents, as well as the
solicitation/recommendation statement, have been and will be made
available to all shareholders of Bronco at no expense to them.These
documents are also available at no charge from the SEC's website at www.sec.gov.Free copies of these documents may also be obtained from the
Information Agent by contacting the MacKenzie Partners, Inc. at 105
Madison Avenue, New York, NY10016, or by calling (212)
929-5500 (collect) or (800) 322-2885 (toll-free).In
addition, investors and Bronco shareholders may obtain a free copy of
these documents from Bronco by contacting Bronco Drilling Company, Inc.
at 16217 N. May Ave., Edmond, OK 73013, attention: Investor Relations.
This press release contains, among other things, certain
statements of a forward-looking nature. Such statements include all
statements other than those made solely with respect to historical fact.
Numerous risks, uncertainties and other factors may cause actual results
to differ materially from those expressed in any forward-looking
statement. These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstance that could give
rise to the termination of the definitive agreement; (2) successful
completion of the proposed transaction on a timely basis; (3) the impact
of regulatory reviews on the proposed transaction; (4) the outcome of
any legal proceedings that may be instituted against Chesapeake and
others following the announcement of the definitive agreement; (5) risks
that the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
transaction; and (6) other factors described in Chesapeake's filings
with the SEC, including its reports on Forms 10-K, 10-Q, and 8-K.
Many of the factors that will determine the outcome of the subject
matter of this communication are beyond Chesapeake's ability to control
or predict. Except to the extent required by applicable law, Chesapeake
does not undertake any obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future results or
SOURCE: Chesapeake Energy Corporation and Bronco Drilling Company, Inc.
Jeffrey L. Mobley, CFA, 405-767-4763
Jim Gipson, 405-935-1310
Bob Jarvis, 405-242-4444 x-102