United Refining Energy Corp. Announces Entry Into Common Stock Purchase Agreements
11 December 2009 - 12:30AM
Marketwired
United Refining Energy Corp., a publicly held special purpose
acquisition company (NYSE Amex: URX) (NYSE Amex: URX.U) (NYSE Amex:
URX.WT), today announced it has entered into agreements to purchase
5,792,700 shares of its common stock in privately negotiated
transactions for an aggregate purchase price of $58,100,781 from
stockholders who otherwise intended to vote against the previously
announced proposed business combination between United and
Chaparral Energy, Inc. The purchases of the shares will take place
concurrently with or immediately following the closing of the
transaction with Chaparral and the purchases will be paid for with
funds that will be released from United's trust account upon
consummation of the transaction.
Pursuant to the Agreements, the holders have agreed to vote all
shares owned by them in favor of each of the stockholder proposals
set forth in the definitive proxy statement/prospectus filed by
United with the Securities and Exchange Commission on November 30,
2009.
Additional information regarding United, Chaparral and the
related transactions is available in the proxy statement/prospectus
filed with the SEC on November 30, 2009, a copy of which may be
obtained without charge, at the SEC's website at
http://www.sec.gov.
Not a Proxy Statement/Prospectus
This press release is not a proxy statement/prospectus or a
solicitation of proxies from the holders of United's securities.
Any solicitation of proxies will be made only pursuant to the proxy
statement/prospectus mailed to all United stockholders and warrant
holders who held such securities as of the record date. Interested
investors and security holders are urged to read the proxy
statement/prospectus because it contains important information
about United, Chaparral and the proposals to be presented at the
Special Meeting of Stockholders and the Special Meeting of
Warrantholders.
About United Refining Energy Corp.
United is a special purpose acquisition company formed in 2007
for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination, one or more businesses or assets in
the energy industry. The Company's initial public offering of units
was consummated on December 11, 2007, raising net proceeds of
approximately $464 million (which includes the proceeds of a
private placement of 15,600,000 warrants for $15.6 million to its
sponsor), of which approximately $449 million was placed in a trust
account immediately following the IPO. Each unit is composed of one
share of Company common stock and one warrant with an exercise
price of $7.00. As of November 20, 2009, United held approximately
$451.4 million (or approximately $10.03 per share) in a trust
account maintained by an independent trustee, which will be
released upon the consummation of the proposed transaction. For
more information on United, please refer to SEC filings or visit
www.urxny.com.
About Chaparral Energy, Inc.
Chaparral is an independent oil and natural gas exploitation and
production company headquartered in Oklahoma City, Oklahoma. Since
its inception in 1988, Chaparral has increased reserves and
production primarily by acquiring and enhancing properties in its
core areas of the Mid-Continent and the Permian Basin. Beginning in
2000, Chaparral expanded its geographic focus to include additional
areas of Gulf Coast, Ark-La-Tex, North Texas and the Rocky
Mountains. For more information on Chaparral please visit
www.chaparralenergy.com.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding United, Chaparral and the combined entity's business
after completion of the proposed transactions. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements, which are based upon the current
beliefs and expectations of the management of United and Chaparral,
are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. Certain
factors, which are set forth in United's proxy statement/prospectus
mailed on November 30, 2009, could cause actual results to differ
from those set forth in the forward-looking statements. The
information set forth herein should be read in light of such risks.
Neither United nor Chaparral assumes any obligation to update the
information contained in this release.
Additional Information and Where to Find It
This press release is being made pursuant to and in compliance
with Rules 145, 165 and 425 of the Securities Act of 1933, as
amended, and does not constitute an offer of any securities for
sale or a solicitation of an offer to buy any securities. United,
Chaparral and their respective directors and officers may be deemed
to be participants in the solicitation of proxies for the special
meetings of United's stockholders and warrantholders to be held to
approve the proposed transactions described in United's proxy
statement/prospectus filed on November 30, 2009. The underwriters
of United's initial public offering may provide assistance to
United, Chaparral and their respective directors and executive
officers, and may be deemed to be participants in the solicitation
of proxies. A substantial portion of the underwriters' fees
relating to United's initial public offering were deferred pending
stockholder approval of United's initial business combination, and
stockholders are advised that the underwriters have a financial
interest in the successful outcome of the proxy solicitation.
United's stockholders and warrantholders are advised to read the
proxy statement/prospectus filed with the SEC on November 30, 2009,
as well as other documents filed with the SEC in connection with
the solicitation of proxies for the special meetings because these
documents contain important information. United's stockholders and
warrantholders are able to obtain a copy of the proxy
statement/prospectus, without charge, by directing a request to:
United Refining Energy Corp., 823 Eleventh Avenue, New York, NY
10019, or obtain a copy, without charge, at the SEC's website at
http://www.sec.gov.
Contacts: United Refining Energy Corp. Investor inquiries:
Matthew Abenante Capital Link, Inc. 212-661-7566
URX@CapitalLink.com Website: www.urxny.com Media inquiries: Gerald
McKelvey Rubenstein Associates, Inc. 212-843-8013
gmckelvey@rubenstein.com Chaparral Energy, Inc. Investor inquiries:
Joe Evans CFO 405-478-8770 joe.evans@chaparralenergy.com Media
inquiries: Lisa Elliott DRG&E 713-529-6600
lelliott@drg-e.com
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