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8-K - CURRENT DOCUMENT - Yuma Energy, Inc. | yuma_8k.htm |
Exhibit 99.1
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Yuma Energy, Inc.
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NEWS
RELEASE
Yuma Energy, Inc. and Davis Petroleum Acquisition Corp.
Announce
Record Dates and Meeting Dates for Special Meetings of
Shareholders
HOUSTON,
TX – (Marketwired – September 29, 2016) – Yuma
Energy, Inc. (NYSE MKT: YUMA) (the “Company” or
“Yuma”) and privately held Davis Petroleum Acquisition
Corp. (“Davis”) today announced that each has set a
record date and a meeting date for their special meetings of
shareholders to consider and act upon the previously announced
Agreement and Plan of Merger and Reorganization, dated as of
February 10, 2016 and as amended, by and among Yuma, Yuma Delaware
Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc., and
Davis.
Yuma shareholders of record at the close of business on September
1, 2016, will be entitled to receive the notice of, and to vote at,
the Yuma special meeting. The Yuma special meeting will be held on
Wednesday, October 26, 2016, at 8:00 a.m., local time, at the Hotel
Granduca, 1080 Uptown Park Boulevard, Houston, Texas
77056.
Yuma shareholders who would like assistance in voting or have
questions about the Yuma special meeting should contact
Yuma’s proxy solicitor, Advantage Proxy, at (877) 870-8565
(toll free) or by email at ksmith@advantageproxy.com.
Davis stockholders of record at the close of business on September
22, 2016, will be entitled to receive the notice of, and to vote
at, the Davis special meeting. The meeting will be held on
Wednesday, October 26, 2016, at 9:00 a.m., local time, at
Davis’ offices located at 1330 Post Oak Blvd., Suite 600,
Houston, Texas 77056.
About Yuma Energy, Inc.
Yuma
Energy, Inc. is an independent Houston-based exploration and
production company. Yuma is focused on the acquisition,
development, and exploration for conventional and unconventional
oil and natural gas resources, primarily in the U.S. Gulf Coast and
California. Yuma has employed a 3-D seismic-based strategy to build
a multi-year inventory of development and exploration prospects.
Yuma’s current operations are focused on onshore assets
located in central and southern Louisiana, where it is targeting
the Austin Chalk, Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry
formations. In addition, Yuma has a non-operated position in the
Bakken Shale in North Dakota and operated positions in Kern and
Santa Barbara Counties in California. Yuma’s common stock is
traded on the NYSE MKT under the trading symbol “YUMA.”
Yuma’s Series A Preferred Stock is traded on the NYSE MKT
under the trading symbol “YUMAprA.” For more
information about Yuma Energy, Inc., please visit Yuma’s
website at www.yumaenergyinc.com.
About Davis Petroleum Acquisition Corp.
Davis
Petroleum Acquisition Corp. is an independent Houston-based oil and
gas company focused on acquisition, exploration and development of
domestic oil and gas properties. Davis’
company-operated properties are conventional fields located onshore
in south Louisiana and the upper Texas Gulf Coast, and its
non-operated properties include Eagle Ford and Eaglebine properties
in east Texas. Over 90% of the common stock of Davis is
owned by entities controlled by or co-investing with Evercore
Capital Partners, Red Mountain Capital Partners and Sankaty
Advisors.
Agreement and Plan of Merger and Reorganization
On
February 10, 2016, Yuma and Davis entered into a definitive merger
agreement (the “merger agreement”) for an all-stock
transaction. The merger agreement is subject to the approval of the
shareholders of both companies, as well as other customary
conditions and approvals, including authorization to list the newly
issued shares on the NYSE MKT. Upon completion of the transaction,
Yuma will reincorporate in Delaware, implement a reverse split of
its common stock ranging from 1-for-10 and 1-for-20, inclusive, and
convert each share of its existing Series A Preferred Stock into 35
shares of common stock prior to giving effect for the reverse split
(3.5 shares post reverse split which assumes a 1-for-10 reverse
stock split). In addition, assuming a 1-for-10
reverse stock split, approximately 3.3 million shares of a new
Series D preferred stock will be issued to existing Davis preferred
stockholders, which will have a liquidation preference of
approximately $19.0 million and is estimated to have a
conversion price of approximately $5.75 per share, after giving
effect for the reverse split. Upon closing, assuming a 1-for-10
reverse stock split, there is expected to be an aggregate of
approximately 23.7 million shares of common stock outstanding, with
approximately 61.1% being owned by the current common stockholders
of Davis. The transaction is expected to qualify as a
tax-deferred reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended, and is expected to close in the
fourth quarter of 2016.
Forward-Looking Statements
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
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
statements about future operations, estimates of reserve and
production volumes, and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current
expectations and assumptions and analyses made by Yuma and Davis in
light of experience and perception of historical trends, current
conditions and expected future developments, as well as other
factors appropriate under the circumstances. However, whether
actual results and developments will conform with expectations is
subject to a number of risks and uncertainties, including but not
limited to: the possibility that the companies may be
unable to obtain stockholder approval or satisfy the other
conditions to closing; the possibility that the combined company
may be unable to obtain an acceptable reserve-based credit
facility; that problems may arise in the integration of the
businesses of the two companies; that the acquisition may involve
unexpected costs; the risks of the oil and gas industry (for
example, operational risks in exploring for, developing and
producing crude oil and natural gas); risks and uncertainties
involving geology of oil and gas deposits; the uncertainty of
reserve estimates; revisions to reserve estimates as a result of
changes in commodity prices; the uncertainty of estimates and
projections relating to future production, costs and expenses;
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; health, safety and
environmental risks and risks related to weather; further declines
in oil and gas prices; inability of management to execute its plans
to meet its goals, shortages of drilling equipment, oil field
personnel and services, unavailability of gathering systems,
pipelines and processing facilities and the possibility that
government policies may change. Yuma’s annual
report on Form 10-K/A for the year ended December 31, 2015,
quarterly reports on Form 10-Q, recent current reports on Form 8-K,
and other Securities and Exchange Commission (“SEC”)
filings discuss some of the important risk factors identified that
may affect its business, results of operations, and financial
condition. Yuma and Davis undertake no obligation to revise or
update publicly any forward-looking statements, except as required
by law.
Additional Information about the Transaction
In
connection with the proposed reincorporation and merger, Yuma
Delaware Merger Subsidiary, Inc. (“Yuma Delaware”) has
filed with the SEC, and the SEC declared effective on September 22,
2016, a registration statement on Form S-4, that includes a joint
proxy statement/prospectus which provides details of the proposed
reincorporation and merger, and the attendant benefits and
risks.
This
communication is not a substitute for the joint proxy
statement/prospectus or any other document that Yuma or Yuma
Delaware may file with the SEC or send to their shareholders in
connection with the proposed reincorporation and
merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS LATER
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
joint proxy statement/prospectus and other relevant documents filed
by Yuma and Yuma Delaware with the SEC at the SEC’s website
at www.sec.gov. You may also obtain these documents by contacting
Yuma at Yuma Energy, Inc., Attention: Investor Relations, 1177 West
Loop South, Suite 1825, Houston, Texas 77027, (713) 968-7000, or by
contacting Davis at Davis Petroleum Acquisition Corp., Attention:
Investor Relations, 1330 Post Oak Blvd., Suite 600, Houston, Texas
77056, (713) 626-7766.
Participants in Solicitation
Yuma
and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders
of Yuma in respect of the proposed
transaction. Information regarding Yuma’s
directors and executive officers is available in the joint proxy
statement/prospectus and other relevant materials that may be later
filed with the SEC if and when they become available. Investors
should read the joint proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from Yuma using the sources indicated
above.
This
communication shall not constitute an offer to sell or the
solicitation of any offer to buy any securities, 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 the Securities
Act.
For more information, please contact:
James
J. Jacobs
Treasurer
and Chief Financial Officer
Yuma
Energy, Inc.
1177
West Loop South, Suite 1825
Houston,
Texas 77027
Telephone:
(713) 968-7000