PYR Energy Corporation and Samson Investment Company have entered into a definitive merger agreement pursuant to which Samson Acquisition Corp.,will amend its existing tender offer for all of the outstanding shares of PYR common stock to increase its cash offer price to $1.30 per share.
Under the terms of the merger agreement, following completion of the tender offer, all remaining outstanding shares of PYR common stock will be cancelled and converted into $1.30 cash per share, without interest, and Samson Acquisition Corp. will be merged with and into PYR. Consummation of the tender offer and merger are subject to customary closing conditions.
An amended offer to purchase describing the terms and conditions of the amended offer, as provided in the merger agreement, and related letters of transmittal will be distributed to PYR stockholders as soon as practicable and PYR will file an amendment to its Schedule 14D-9 to reflect the board of directors' determination that the amended offer and the merger are in the best interests of the stockholders and that it recommends that the stockholders accept the amended offer and approve the merger. Stockholders who have previously tendered shares that have not been withdrawn, however, are not required to take any further action in order to receive the increased offer price under the amended tender offer.
The tender offer, which was scheduled to expire at midnight on April 24, 2007, is extended to midnight, New York City time, on Thursday, May 24, 2007, unless further extended in accordance with the terms of the merger agreement.
The $1.30 per share offer price values PYR at approximately $49.4 million, plus the assumption of PYR's debt, and represents a premium of approximately 38% over PYR's closing price on January 26, 2007, the last trading day prior to the public announcement of Samson's initial acquisition proposal, and a premium of approximately 16% over PYR's closing stock price on April 10, 2007, the last trading day prior to the announcement of the agreement in principle reached between PYR and Samson with respect to the amended offer.
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