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8-K - FORM 8-K - Bronco Drilling Company, Inc. | c15630e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - Bronco Drilling Company, Inc. | c15630exv2w1.htm |
Exhibit 99.1
News Release | ![]() ![]() |
FOR IMMEDIATE RELEASE
APRIL 15, 2011
APRIL 15, 2011
CHESAPEAKE ENERGY CORPORATION TO ACQUIRE
BRONCO DRILLING COMPANY, INC.
BRONCO DRILLING COMPANY, INC.
Broncos Shareholders to Receive $11.00 Per Share in Cash
Chesapeake Will Add 22 Drilling Rigs to Assist in Ramp-up of
Companys Liquids-Focused Drilling Programs
Companys Liquids-Focused Drilling Programs
OKLAHOMA CITY, OKLAHOMA, APRIL 15, 2011 Chesapeake Energy Corporation (NYSE:CHK) and Bronco
Drilling Company, Inc. (NASDAQ/GS: BRNC) today announced that they have entered into a definitive
agreement for Chesapeake to acquire Bronco for approximately $315 million, including debt, net
working capital and outstanding warrants.
Under the agreement, Chesapeake will make a cash tender offer to acquire all outstanding shares of
Broncos common stock at a price of $11.00 per share. The $11.00 per share purchase price
represents premiums of 6% and 24% over the closing price of Broncos common stock on the NASDAQ on
April 14, 2011 (the date of signing of the definitive agreement) and the average closing price for
the 90-calendar day period ending on April 14, 2011, respectively.
The transaction has been unanimously approved by the Boards of Directors of both companies. The
Board of Directors of Bronco unanimously recommends that Broncos shareholders accept the
Chesapeake offer. Third Avenue Management LLC, on behalf of its investment advisory clients, and
Inmobiliaria Carso, S.A. de C.V., which are Broncos largest shareholders and collectively own or
have dispositive authority over approximately 32% of Broncos outstanding common stock, have
committed to tender all their shares into the Chesapeake offer.
The acquisition will enable Chesapeake to further its goal of owning approximately two-thirds of
the rigs that it operates in its drilling program a key aspect of its vertical integration
strategy at an attractive price per rig. Bronco currently owns 22 high-quality drilling rigs
primarily operating in the Williston and Anadarko basins, including three that are under contract
with Chesapeake. Chesapeake is currently Broncos second largest customer.
Following the closing of the transaction, Chesapeake will integrate Broncos 22 rigs into
Chesapeakes wholly-owned subsidiary, Nomac Drilling, L.L.C., which currently owns 95 drilling rigs
available for service, of which 90 are currently drilling under contract for Chesapeake. The
company is currently operating a total of 160 drilling rigs and plans to end 2012 utilizing
approximately 200 drilling rigs. Chesapeake believes that the acquisition of Bronco should satisfy
the vast majority of Chesapeakes anticipated rig investment needs through 2012.
CHESAPEAKE CONTACTS: | BRONCO CONTACTS: | CHESAPEAKE ENERGY CORPORATION | ||||
Jeffrey L. Mobley, CFA
|
Jim Gipson | Bob Jarvis | 6100 North Western Avenue | |||
(405) 767-4763
|
(405) 935-1310 | (405) 242-4444 x-102 | P.O. Box 18496 | |||
Jeff.mobley@chk.com
|
jim.gipson@chk.com | bjarvis@broncodrill.com | Oklahoma City, OK 73154 |
Aubrey K. McClendon, Chesapeakes CEO, stated, We have known and admired Broncos management team
and assets for years and we are especially pleased to announce this transaction today. The
acquisition of Bronco is a great additional step in our vertical integration strategy and increases
confidence in our plan to ramp up drilling activities in highly lucrative, liquids-rich
unconventional resource plays. We look forward to working with Broncos management team to quickly
complete this transaction and integrate operations.
D. Frank Harrison, Broncos Chairman and CEO, stated, We are excited about this transaction with
Chesapeake, one of the premiere and most innovative energy companies in the world. Chesapeakes
visionary and people-centric approach is highly admired. We view this as a great opportunity and
in the best interests of Bronco, our shareholders and our employees.
The definitive agreement entered into by Chesapeake and Bronco provides for Chesapeake to acquire
Bronco in a two-step transaction. The first step will consist of a cash tender offer to be made by
a wholly owned subsidiary of Chesapeake for all outstanding shares of Bronco common stock at a
price of $11.00 per share in cash. In the second step, the tender offer will be followed by a
merger in which the holders of the outstanding shares of Bronco common stock not purchased in the
tender offer will receive the same per share price paid in the tender offer, in cash, without
interest. Upon completion of the transaction, Bronco will become an indirect wholly owned
subsidiary of Chesapeake. The tender offer will be conditioned upon a majority of the outstanding
shares of Bronco common stock being tendered into the offer and will also be subject to regulatory
clearances and other customary terms and conditions.
Chesapeake is expected to launch the tender offer shortly and the transaction is expected to close
in the second quarter of 2011, subject to customary closing conditions. The transaction is not
subject to or conditioned upon financing arrangements.
Johnson Rice & Company L.L.C. is acting as financial advisor to Bronco and has delivered a fairness
opinion to its board of directors. Thompson & Knight is acting as legal counsel 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.
About Chesapeake:
Chesapeake Energy Corporation is the second-largest producer of natural gas and the most active
driller of new wells in the U.S. Headquartered in Oklahoma City, Chesapeakes 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, Marcellus and Bossier natural gas
shale plays and in the Eagle Ford, Granite Wash, Cleveland, Tonkawa, Mississippian, Wolfcamp, Bone
Spring, Avalon and Niobrara unconventional liquids plays. Chesapeake has also vertically
integrated its operations and owns substantial midstream, compression, drilling and oilfield
service assets. Further information is available at www.chk.com where Chesapeake routinely
posts announcements, updates, events, investor information and presentations and all recent press
releases.
About Bronco:
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.
Broncos 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.
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Important Information:
This press release is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of Bronco Drilling Company, Inc. common
stock described in this press release has not commenced. At the time the expected tender offer is
commenced, Chesapeake Energy Corporation or a wholly owned subsidiary of Chesapeake will file a
tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), and
Bronco will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. Investors and Bronco shareholders are strongly advised to read the tender offer
statement (including the offer to purchase, letter of transmittal and other offer documents) and
the related solicitation/recommendation statement because they will contain important information.
When available, the offer to purchase, the related letter of transmittal and certain other offer
documents, as well as the solicitation/recommendation statement, will be made available to all
shareholders of Bronco at no expense to them.
These documents will also be available at no charge from the SECs website at www.sec.gov. In
addition, investors and Bronco shareholders will be able to obtain a free copy of these documents
(when they become available) from Bronco by contacting Bronco Drilling Company, Inc. at 16217 N.
May Ave., Edmond, OK 73013, attention: Investor Relations.
Forward Looking Statements:
This news 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 one or both of Chesapeake and Bronco 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 Chesapeakes and
Broncos filings with the SEC, including their respective 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 either Chesapeakes or Broncos ability to control or predict. Except to the extent required
by applicable law, neither Chesapeake nor Bronco undertakes 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 otherwise.
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