Samson Completes Successful Tender Offer for PYR Energy Shares
26 May 2007 - 3:21AM
PR Newswire (US)
Subsequent Offering Period To Expire On June 4, 2007 TULSA, Okla.,
May 25 /PRNewswire/ -- Samson Investment Company ("Samson") today
announced the successful completion of its tender offer for all of
the outstanding shares of PYR Energy Corporation (AMEX:PYR) common
stock for $1.30 per share in cash. The offer expired at midnight,
New York City time, on Thursday, May 24, 2007, at which time a
total of 25,096,856 shares of PYR common stock had been tendered
and not withdrawn. Samson Acquisition Corp., a wholly owned Samson
subsidiary ("Acquisition Corp."), has accepted all of the tendered
shares for payment. Following purchase of the tender shares,
Acquisition Corp. will own in excess of 75% of the outstanding PYR
common stock. As of 9:00 a.m., New York City time, on May 25, 2007,
Acquisition Corp. has commenced the subsequent offering period for
all remaining PYR shares that have not yet been tendered. The
purpose of the subsequent offering period is to enable PYR
stockholders who did not tender during the initial offering period
to participate in the offer and receive the $1.30 all-cash offer
price on an expedited basis as opposed to waiting several months
for consummation of the merger described below. Samson urges PYR
stockholders to tender their shares during the subsequent offering
period. Acquisition Corp. will immediately accept all shares
validly tendered during the subsequent offering period as they are
tendered and will pay for such shares promptly. The subsequent
offering period will expire at 5:00 p.m., New York City time, on
Monday, June 4, 2007, unless extended. Stockholders who tender
their shares during the subsequent offering period will receive the
same $1.30 all-cash per share consideration paid during the initial
offering period. Procedures for tendering shares during the
subsequent offering period are the same as during the initial
offering period, except (i) shares cannot be delivered through the
guaranteed delivery procedure and (ii) shares tendered during the
subsequent offering period may not be withdrawn. As previously
announced, PYR, Samson and Acquisition Corp. entered into a
definitive merger agreement on April 23, 2007, under which
Acquisition Corp. agreed to acquire all of the outstanding shares
of PYR common stock for $1.30 per share in cash. The transaction
was unanimously approved by the boards of directors of PYR, Samson
and Acquisition Corp. Upon expiration of the subsequent offering
period, Samson intends to complete the acquisition of PYR through a
merger of Acquisition Corp. into PYR, in which all PYR shares not
tendered into Samson's offer (other than shares held by Samson or
any of its subsidiaries) will be converted into the right to
receive $1.30 per share. Weil, Gotshal & Manges LLP and Hogan
& Hartson LLP are acting as legal counsel to Samson. Innisfree
M&A Incorporated is acting as information agent. Wells Fargo,
N.A. is acting as depositary. Samson Investment Company,
headquartered in Tulsa, Oklahoma, is a large privately held
corporation engaged in oil and gas exploration, acquisition and
production operations in 18 states in the United States, Canada,
and the North Sea. Samson's tender offer statement and related
press releases can be found at http://www.samson.com/ when
available. Important Legal Information This press release is for
informational purposes only and is not an offer to purchase or the
solicitation of an offer to sell any shares. ANY OFFERS TO PURCHASE
OR SOLICITATION OF OFFERS TO SELL PYR SHARES WILL BE MADE PURSUANT
TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS THAT SAMSON DISTRIBUTES TO PYR'S STOCKHOLDERS AND FILES
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). PYR
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL, RELATED MATERIALS AND ANY OTHER DOCUMENTS RELATING TO
THE TENDER OFFER FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER. PYR STOCKHOLDERS MAY OBTAIN FREE
COPIES OF THESE DOCUMENTS AT THE SEC'S WEB SITE AT WWW.SEC.GOV, AT
SAMSON'S WEBSITE AT WWW.SAMSON.COM OR BY CALLING INNISFREE M&A
INCORPORATED, THE INFORMATION AGENT FOR THE OFFER, AT (888)
750-5834 (TOLL FREE FROM THE U.S. AND CANADA). DATASOURCE: Samson
Investment Company CONTACT: Dennis R. Neill, Senior Vice President
of Samson Investment Company, +1-918-591-1010 Web site:
http://www.samson.com/
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