Attached files
file | filename |
---|---|
8-K - FORM 8-K - MERIDIAN RESOURCE CORP | h69650e8vk.htm |
Exhibit 99.1
MERIDIAN RESOURCE FILES AND MAILS
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT
TO SHAREHOLDERS
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT
TO SHAREHOLDERS
Houston,
Texas February 12, 2010 The Meridian Resource Corporation (Meridian) (NYSE:
TMR) announced today that it has commenced mailing to shareholders and filed with the Securities
and Exchange Commission definitive proxy materials in connection with Meridians merger agreement
with Alta Mesa Holdings, LP. As previously announced, on December 22, 2009, Meridian and Alta Mesa
entered into a definitive merger agreement whereby Alta Mesa would acquire all of the outstanding
common stock of Meridian for $0.29 per share in cash.
A special meeting of Meridians shareholders to consider and vote upon a proposal to adopt the
merger agreement has been called for March 30, 2010 at 10:00 a.m., central time, at the offices of
Fulbright & Jaworski L.L.P., 1301 McKinney in Houston, Texas. Meridians shareholders of record as
of the close of business on February 8, 2010 will be entitled to notice of, and to vote at, the
special meeting.
Shareholders are encouraged to read Meridians definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors unanimous recommendation that shareholders vote FOR
the proposal to adopt the merger agreement.
The adoption of the merger agreement requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares of common stock entitled to vote. A failure to vote will have
the same effect as a vote AGAINST the adoption of the merger agreement. If the merger is not
completed, Meridian may be forced to seek protection under federal bankruptcy laws.
Additional Information Regarding the Merger and Where to Find It
The proposed merger is being submitted to Meridians shareholders for their consideration, and
Meridian has filed a proxy statement to solicit shareholder approval of the proposal to adopt the
merger agreement, as well as other relevant documents concerning the proposed merger, with the SEC.
Meridians shareholders are urged to read the proxy statement regarding the proposed merger and any
other relevant documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You can obtain a free copy of the proxy
statement, as well as other filings with the SEC containing information about Meridian, at the
SECs website at www.sec.gov. Copies of the proxy statement can also be obtained, without charge,
by directing a request to The Meridian Resource Corporation, Investor Relations, 1401 Enclave
Parkway, Suite 300, Houston, Texas 77077 or at Meridians Investor Relations page on its corporate
website at www.tmrx.com.
If you have additional questions about the merger, need assistance in submitting your proxy or
voting your shares of common stock, or need additional copies of the proxy statement or the
1401 Enclave Parkway, Suite 300 Houston, Texas 77077 (281) 597-7000 www.tmrc.com
enclosed proxy card, you can also contact The Altman Group, Inc., our proxy solicitor, toll-free at
(877) 864-5052 or call (201) 806-7300 or e-mail questions to TMRinfo@altmangroup.com.
Participant Information
Meridian and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Meridians shareholders in connection with the proposed merger.
Certain information regarding the participants and their interests in the solicitation is set forth
in the Form 10-K filed by Meridian with the SEC on March 16, 2009, and amended on Form 10-K/A on
April 30, 2009, both of which are available free of charge from the SEC and Meridian at their
websites as indicated above. Information regarding the interests of these persons in the
solicitation are more specifically set forth in the proxy statement concerning the proposed merger
that has been filed by Meridian with the SEC and which is available free of charge from the SEC and
Meridian at their websites, as indicated above.
Forward-Looking Statements
Statements identified by the words expects, plans, and certain of the other foregoing
statements may be deemed forward-looking statements. Although Meridian believes that the
expectations reflected in such forward-looking statements are reasonable, these statements involve
risks and uncertainties regarding the transactions described that may cause actual future
activities and results to be materially different from those suggested or described in this press
release. Risks and uncertainties regarding the transactions include the possibility that the
closing of the merger does not occur, either due to the failure of closing conditions, including
the approval of the shareholders of Meridian, rights of the parties to terminate the merger
agreement, or other reasons, risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger, the outcome of legal
proceedings that have been, or may be, initiated against Meridian related to the merger and the
amount of the costs, fees, expenses and charges related to the merger. Other risks relating to
Meridian are described in Meridians documents and reports, available from the U.S. Securities and
Exchange Commission, including the report filed on Form 10-K, as amended, for the year ended
December 31, 2008 and any updates to those factors set forth in our subsequent Quarterly Reports on
Form 10-Q, including risks associated with our default under our credit facility and other lending
arrangements.
About Meridian
The Meridian Resource Corporation is an independent oil and natural gas company that explores for,
acquires and develops oil and natural gas properties. Through its wholly owned subsidiaries,
Meridian holds interests primarily in the onshore oil and natural gas regions of south Louisiana
and Texas and offshore in the Gulf of Mexico.
FOR MORE INFORMATION CONTACT:
Lance L. Weaver at (281) 597-7125
lweaver@tmrx.com
The Meridian Resource Corporation Website: www.tmrc.com
Lance L. Weaver at (281) 597-7125
lweaver@tmrx.com
The Meridian Resource Corporation Website: www.tmrc.com
Click here to join our email alert list
http://www.b2i.us/irpass.asp?BzID=1440&to=ea&s=0
1401 Enclave Parkway, Suite 300 Houston, Texas 77077 (281) 597-7000 www.tmrc.com