HOUSTON, Sept. 19 /PRNewswire-FirstCall/ -- Spinnaker Exploration Company
(NYSE: SKE) announced today that it had entered into a merger agreement
whereby it will be acquired by affiliates of Norsk Hydro ASA (NYSE: NHY
"Hydro") for $65.50 per share in cash.
The merger agreement has been approved by each company's board of
directors and will be filed with the Securities and Exchange Commission on
Form 8-K. The acquisition is subject to approval by Spinnaker's shareholders
and certain regulatory agencies in the U.S. Subject to the satisfaction of
other customary conditions, the transaction is expected to be completed in the
fourth quarter of 2005.
"This transaction allows Spinnaker Exploration shareholders to realize
substantial and immediate value at an attractive premium and gives Spinnaker
Exploration employees the opportunity to join a new, successful team. Hydro
has complementary technical capabilities, a proven track record as a high-
quality operator of assets, greater resources and a management that is eager
to preserve Spinnaker's entrepreneurial spirit," said Roger Jarvis,
Spinnaker's Chairman and Chief Executive Officer.
Randall & Dewey, a division of Jefferies & Company, acted as lead
financial advisor to the Company. Credit Suisse First Boston also advised the
Company and rendered a fairness opinion to Spinnaker's board of directors.
Spinnaker Exploration Company is an independent energy company engaged in
the exploration, development and production of oil and gas in the U.S. Gulf of
Mexico and West Africa. To learn more about Spinnaker, the Company's website
may be accessed at http://www.spinnakerexploration.com.
Certain statements in this press release are forward-looking and are based
upon Spinnaker's current belief as to the outcome and timing of future events
that are subject to numerous uncertainties. For instance, although Spinnaker
and Norsk Hydro have signed an agreement for a subsidiary of Norsk Hydro to
merge with Spinnaker, there is no assurance that they will complete the
proposed merger. The merger agreement will terminate if the companies do not
receive necessary approval of Spinnaker's shareholders or government approvals
or fail to satisfy conditions to closing. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements herein include the timing and extent of changes in oil and gas
prices, operating risks and other risk factors as described in Spinnaker's
Annual Report on Form 10-K for the year ended December 31, 2004 and its other
filings with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties occur, or should underlying assumptions prove
incorrect, Spinnaker's actual results and plans could differ materially from
those expressed in the forward-looking statements. The forward-looking
statements in this press release are made only as of the date hereof, and
Spinnaker undertakes no obligation to update such forward-looking statements.
Spinnaker will file a proxy statement and other documents regarding the
proposed transaction described in this press release with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND SUCH OTHER MATERIALS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SPINNAKER AND THE PROPOSED TRANSACTION. A definitive proxy
statement will be sent to stockholders of Spinnaker seeking their approval of
the transaction. Investors and stockholders may obtain a free copy of the
definitive proxy statement (when available) and other documents filed by
Spinnaker with the Securities and Exchange Commission at the Securities and
Exchange Commission's web site at http://www.sec.gov. The definitive proxy statement
and other relevant documents may also be obtained free of cost by directing a
request to Robert M. Snell, Vice President, Chief Financial Officer and
Secretary at (713) 759-1770.
Spinnaker's directors and executive officers may be deemed, under
Securities and Exchange Commission rules, to be participants in the
solicitation of proxies from the stockholders of Spinnaker in connection with
the proposed transaction. Certain directors and executive officers of
Spinnaker may have interests in the merger, including acceleration of vesting
of stock options and restricted stock and as a result of holding options or
shares of Spinnaker common stock generally. Information about Spinnaker's
directors and officers can be found in Spinnaker's Proxy Statements and Annual
Reports on Form 10-K filed with the Securities and Exchange Commission.
Additional information regarding the interests of those persons may be
obtained by reading the proxy statement and other documents regarding the
proposed transaction when they become available.
SOURCE Spinnaker Exploration Company
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Related links:
http://www.spinnakerexploration.com
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CONTACT:
Robert M. Snell, Vice President, Chief
Financial Officer and Secretary of Spinnaker Exploration Company,
+1-713-759-1770
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