Statoil ASA and Brigham Exploration Company (NASDAQ: BEXP) announced that an entity controlled by Statoil, Fargo Acquisition Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock, par value $0.01 per share, of Brigham at a price of $36.50 per share, net to the seller in cash without interest thereon and less any applicable withholding taxes.
Statoil is filing with the Securities and Exchange Commission today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the Offer. Additionally, Brigham is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Brigham's board of directors that Brigham's stockholders tender their Shares to Purchaser pursuant to the Offer.
The Offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Wednesday, November 30, 2011, unless extended or earlier terminated.
On October 17, 2011, Statoil and Brigham announced that they had signed a definitive merger agreement pursuant dated October 17, 2011 among Statoil, Purchaser and Brigham pursuant to which the Offer would be made. Following the consummation of the Offer and the satisfaction or waiver of the applicable conditions as set forth in the Merger Agreement, Purchaser will merge with and into Brigham (the "Merger"), with Brigham continuing as the surviving corporation and as a wholly owned subsidiary of Statoil. At the effective time of the Merger, each Share immediately issued and outstanding immediately prior to such time (other than (i) Shares then owned by Statoil, Purchaser, Brigham or any of their respective direct or indirect wholly owned subsidiaries, in each case other than on behalf of third parties, and (ii) Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) will cease to be issued and outstanding, will be cancelled, will cease to exist and will be converted in to the right to receive the Offer Price, net to the seller in cash without interest thereon and less any applicable withholding taxes.
The Offer is not subject to any financing condition. The Offer is conditioned upon (i) the expiration or termination of the waiting period (and extensions thereof) applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder, (ii) there being validly tendered, and not withdrawn, that number of shares that, together with any shares then owned by Statoil and Purchaser, represents at lease a majority of the outstanding Shares on a fully diluted basis, assuming the issuance of all Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities or similar rights, and (iii) certain other conditions described in the Merger Agreement.