HOUSTON, March 15 /PRNewswire-FirstCall/ -- Seven Seas Petroleum Inc.
(Amex: SEV) announced today that the Company's Board of Directors has adopted
a preferred shareholder rights plan to deter coercive takeover tactics and
prevent an acquiring person from attempting to gain control of the Company
without dealing fairly with the Company's stockholders. The adoption of the
rights plan is not in response to any effort to acquire control of the
Company, and Seven Seas is not aware of any takeover effort. A copy of the
shareholder rights plan will be filed with the U.S. Securities and Exchange
Commission on Form 8-K. The principle provisions of the shareholder rights
plan follow:
-- Under the plan, the Board declared a dividend distribution of
one preferred share purchase right for each share of the Company's
common stock outstanding on March 27, 2002.
-- The rights will be exercisable only if a person or group acquires
15 percent or more of Seven Seas' outstanding common stock, or
announces a tender offer, which, if successful, would result in the
ownership by a person or group of 15 percent of the Company's common
stock.
-- If a person or group acquires 15 percent or more of the Company's
outstanding common stock, each right will entitle stockholders (other
than the 15 percent acquiring person) to purchase shares of common
stock at half the market price at the time the rights become
exercisable. The number of shares each right will entitle stockholders
to purchase will be determined by dividing $65 by half the market price
of a share of common stock. For example, if the market price were
$5 per share of common stock, each right would entitle stockholders to
purchase 26 shares of common stock at $2.50 per share.
-- If Seven Seas were to be acquired in a merger or other business
combination transaction after a person or group has acquired 15 percent
or more of the Company's outstanding common stock, each right would
entitle its holders (other than the acquiring person or group) to
purchase a number of the acquiring company's common shares such that
the market value of those shares is twice the exercise price of the
right.
-- The Board may redeem outstanding rights at a price of $0.01 per right
any time prior to a person or group acquiring ownership of 15 percent
or more of the Company's common stock.
-- The Board may amend the terms of the rights without the approval of the
right holders until the rights become exercisable.
-- The rights will expire ten years from the date of issue.
Seven Seas Petroleum Inc. is an independent oil and gas exploration and
production company operating in Colombia, South America. The Company's
primary emphasis is on the development and production of the Guaduas Oil Field
and exploration of the Subthrust Dindal Prospect, both of which are located in
Colombia's prolific Magdalena Basin.
Statements regarding anticipated oil and gas production and other oil and
gas operating activities, including the costs and timing of those activities,
are "forward looking statements" within the meaning of the Securities
Litigation Reform Act. The statements involve risks that could significantly
impact Seven Seas Petroleum Inc. These risks include, but are not limited to,
adverse general economic conditions, operating hazards, drilling risks,
inherent uncertainties in interpreting engineering and geologic data,
competition, reduced availability of drilling and other well services,
fluctuations in oil and gas prices and prices for drilling and other well
services and government regulation and foreign political risks, as well as
other risks discussed in detail in the Seven Seas Petroleum Inc.'s filings
with the U.S. Securities and Exchange Commission.
SOURCE Seven Seas Petroleum Inc.
back to top
Related links: http://www.sevenseaspetro.com
Company News On-Call: http://www.prnewswire.com/comp/123145.html
CONTACT: Bryan Sanchez, Investor Relations of Seven Seas Petroleum Inc., +1-713-622-8218
|