In addition, the Company’s stockholders voted to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000 (the “Charter Amendment”).
Under the Exchange Agreement, the Company agreed to (1) exchange
Based on final voting results, approximately 82% of votes cast by participating stockholders were cast to approve the issuance of shares of Common Stock in connection with the Initial Exchange and Follow-On Exchange Offer, and approximately 82% of votes cast by participating stockholders, representing a majority of outstanding shares of the Company, were cast to approve the Charter Amendment.
After receiving this stockholder approval, the Company intends to promptly close the Initial Exchange. The Company also expects to launch the Follow-On Exchange Offer as promptly as practical subject to market, economic and other factors it considers appropriate in the circumstances.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically relate to consummation of the Initial Exchange and Follow-On Exchange Offer. These statements are based on certain assumptions made by the Company based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimate,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “predict,” “project,” “profile,” “model” or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to (1) the inability to complete the transactions contemplated by the Exchange Agreement due to the failure of conditions to closing of the Initial Exchange and/or Follow-On Exchange Offer, (2) the failure to achieve 100% participation in the Follow-On Exchange Offer, (3) a continued decline in commodities prices, (4) the Company’s ability to recognize the anticipated benefits of the transactions contemplated by the Exchange Agreement, (5) costs related to the transactions contemplated by the Exchange Agreement, (6) changes in applicable laws or regulations, and (7) other risks and uncertainties indicated from time to time in the Proxy Statement, including those under “Risk Factors” therein, and other documents filed or to be filed with the
NO OFFER OR SOLICITATION
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING SENIOR NOTES NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE INITIAL EXCHANGE OR THE FOLLOW-ON EXCHANGE OFFER. THE COMPANY IS MAKING THE INITIAL EXCHANGE AND THE FOLLOW-ON EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE OFFERS TO EXCHANGE AND LETTERS OF TRANSMITTAL. THE INITIAL EXCHANGE AND THE FOLLOW-ON EXCHANGE OFFER ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY, ANY INFORMATION AGENT OR ANY EXCHANGE AGENT FOR THE INITIAL EXCHANGE OR THE FOLLOW-ON EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH SUCH EXCHANGE OFFERS. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
Additional Information and Where to Find It
In connection with the transactions, the Company filed a definitive proxy statement with the
Suzanne OgleVice President - Investor Relations & Corporate Communications firstname.lastname@example.org 817.989.9000 APPROACH RESOURCES INC.One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas76116 www.approachresources.com