ISRAMCO, INC. STOCKHOLDERS VOTE TO APPROVE MERGER
23 October 2019 - 3:32AM
Isramco, Inc. (NASDAQ CM: ISRL) (“Isramco” or the “Company”),
announced today that at its special meeting of stockholders held
earlier today, the Company’s stockholders voted, among other
things, in favor of the proposal to adopt the merger (the “Merger”)
contemplated by the previously announced Agreement and Plan of
Merger (the “Merger Agreement”), dated as of May 20, 2019, by and
among the Company, Naphtha Israel Petroleum Corporation Ltd.
(“Naphtha”), Naphtha Holding Ltd. (“NHL”), I.O.C. – Israel Oil
Company, LTD. (“IOC”) and Naphtha US Oil, Inc. (“Merger Sub” and,
together with Naphtha, NHL and IOC, the “Naphtha Group”), providing
for the merger of Merger Sub with and into the Company, with the
Company surviving the merger as an indirect wholly owned subsidiary
of Naphtha. If the proposed merger is completed, the holders of
shares of Isramco common stock will receive US $121.40 per share in
cash, other than (i) the shares owned by NHL or IOC, (ii) the
shares held by Isramco as treasury stock and (iii) the shares in
respect of which appraisal rights have been properly and validly
exercised under Delaware law.
Approximately 96.63% of the shares outstanding were voted in
favor of the proposal to adopt the Merger Agreement. Specifically,
approximately 87.56% of the shares of common stock outstanding held
by unaffiliated stockholders voted in favor of the proposal to
adopt the Merger Agreement, satisfying the “majority of the
minority” voting requirement set forth in the Merger Agreement.
The parties currently expect to request that the NASDAQ Capital
Market (“NASDAQ”) cease trading of shares of Isramco common stock
at 8:00 p.m. Eastern Time on October 24, 2019, and expect to
complete the merger on October 25, 2019, subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement. If completed, the proposed merger would result in the
Company becoming a privately held company and its common stock
would be de-listed on NASDAQ.
About Naphtha
Naphtha is an Israeli public company, whose shares are listed
for trading on the Tel-Aviv Stock Exchange (TLV:NFTA). Naphtha
engages primarily, through its subsidiaries, in exploration,
development and production of oil & gas: offshore Israel and
onshore U.S. Naphtha also is engaged in the field of commercial
real-estate and hotel management, in Israel and in Europe.
About Isramco
Isramco, Inc. is an independent oil and natural gas company
engaged in the exploration, development and production of oil and
natural gas properties located onshore in the United States and
ownership of various royalty interests in oil and gas concessions
located offshore Israel. The Company also operates a well service
company that provides well maintenance, workover services, well
completion and recompletion services and production services
company that provides a full range of onshore production services
U.S. oil and gas producers and a transportation company providing
transport of liquefied petroleum products.
Forward-looking Statements
This communication contains certain forward-looking statements
that involve a number of risks and uncertainties. This
communication contains forward-looking statements related to
Isramco, the Naphtha Group and the proposed acquisition of Isramco
by the Naphtha Group and their respective affiliates. Actual
results and events in future periods may differ materially from
those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors. All
statements other than statements of historical fact, including
statements containing the words “aim,” “anticipate,” “are
confident,” “estimate,” “expect,” “will be,” “will continue,” “will
likely result,” “project,” “intend,” “plan,” “believe” and other
words and terms of similar meaning, or the negative of these terms,
are statements that could be deemed forward-looking statements.
Risks, uncertainties and other factors include, but are not limited
to: (i) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement;
(ii) the inability to complete the proposed merger due to the
failure to satisfy conditions to completion of the proposed merger;
(iii) the failure of the proposed merger to close for any other
reason; (iv) risks related to disruption of management’s attention
from Isramco’s ongoing business operations due to the transaction;
(v) the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against Isramco and
others relating to the merger agreement; (vi) the risk that the
pendency of the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the pendency of the proposed merger; (vii) the effect
of the announcement of the proposed merger on Isramco’s
relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses and
charges related to the proposed merger. Consider these factors
carefully in evaluating the forward-looking statements. Additional
factors that may cause results to differ materially from those
described in the forward-looking statements are set forth in
Isramco’s Annual Report on Form 10–K for the fiscal year ended
December 31, 2018, filed with the SEC on March 18, 2019, and
amended on April 30, 2019, under the heading “Item 1A. Risk
Factors,” and in subsequently filed Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. The forward-looking statements
represent Isramco’s views as of the date on which such statements
were made and Isramco undertakes no obligation to publicly update
such forward-looking statements.
FOR FURTHER INFORMATION: Isramco, Inc.Attn:
Co-Chief Executive Officer / Chief Financial Officer1001 West Loop
South, Suite 750, Houston, Texas 77027www.isramcousa.com or
(713) 621-3882
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