Omega Acquisition, Inc. Commences Cash Tender Offer For Shares Of Continental Resources, Inc.
November 9, 2022 | View PDF
Oklahoma City, Oct. 24, 2022 /PRNewswire/ - Omega Acquisition, Inc. (the "Purchaser"), an Oklahoma corporation, 100% of the capital stock of which is owned by Harold G. Hamm, Continental Resources, Inc. founder and Chairman of the Board of Directors (the "Board," "Continental" or the "Company"), has commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.01 per share (the "Shares") of the Company, other than: (i) Shares owned by Hamm, certain of his family members and their affiliated entities (collectively, the "Hamm Family"); and (ii) Shares underlying unvested Company restricted stock awards (such Shares, together with the Shares referred to in clause (i), the "Rollover Shares"), for $74.28 per share (the "Offer Price"), in cash, without interest and subject to deduction for any required withholding taxes.
The Offer is being made pursuant to the previously announced Agreement and Plan of Merger, dated as of Oct. 16, 2022, between the Company and the Purchaser (the "Merger Agreement") and is scheduled to expire at one minute after 11:59 p.m., New York City time, on Nov. 21, 2022.
The consummation of the Offer and the merger of the Purchaser with and into the Company (the "Merger") is subject to certain conditions set forth in the Merger Agreement. If these conditions are satisfied or waived (to the extent waivable), the Offer and, promptly thereafter, the Merger will be consummated, with the Company continuing as the surviving corporation, which will be wholly owned by the Hamm Family. At the effective time of the Merger, any Shares not purchased pursuant to the Offer (subject to certain exceptions, including (i) the Rollover Shares and (ii) Shares held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 1091 of the Oklahoma General Corporation Act (the "OGCA"), will be automatically converted into the right to receive the Offer Price, in cash and without interest, subject to deduction for any required withholding taxes. As a result of the Merger, the Shares will cease to be listed on the New York Stock Exchange and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended.
Contemporaneously with the execution and delivery of the Merger Agreement, the Company and the Hamm Family entered into a Non-Tender and Support Agreement dated Oct. 16, 2022 with the Purchaser, pursuant to which each member of the Hamm Family agreed, among other things, not to tender any of the Shares beneficially owned by such person into the Offer and agreed to the treatment of such person's Shares pursuant to the Merger Agreement. The Hamm Family also agreed not to vote their Shares in favor of any alternative acquisition proposals involving the Company other than those contemplated by the Merger Agreement, including the Merger and the Offer, and to take certain other actions to support the Merger and the Offer. Hamm and the rest of the Hamm Family collectively own approximately 83% of the outstanding Shares.
Contemporaneously with the execution and delivery of the Merger Agreement, Hamm entered into a Limited Guarantee in favor of the Company, dated Oct. 16, 2022, with respect to certain obligations of the Purchaser under the Merger Agreement, including, under certain circumstances, a guarantee of payment for up to $274 million of the Purchaser's obligations to consummate the Offer and the Merger, provided, that the Company may only enforce such guarantee in connection with the consummation of the Offer and the Merger.
On Oct. 16, 2022, the Board, upon the unanimous recommendation of a special committee comprised solely of independent and disinterested directors: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of the Company's shareholders (other than any holder of Rollover Shares or an affiliate thereof or of the Company, such unaffiliated shareholders, the "Public Shareholders"); (ii) approved, adopted and declared advisable the Merger Agreement and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the OGCA; (iii) resolved that the Merger Agreement and Merger be governed by Section 1081.H of the OGCA; and (iv) resolved, subject to the terms of the Merger Agreement, to recommend that the Public Shareholders tender their Shares into the Offer.