Atlas America Stockholders and Atlas Energy Unitholders Approve Merger
26 September 2009 - 2:59AM
Business Wire
Atlas America, Inc. (NASDAQ: ATLS) (“Atlas America”) and Atlas
Energy Resources, LLC (NYSE: ATN) (“Atlas Energy”) today jointly
announced that their stockholders and unitholders, respectively,
approved the pending merger between Atlas Energy and a wholly owned
subsidiary of Atlas America. This merger will result in Atlas
Energy surviving as a wholly owned subsidiary of Atlas America.
Atlas America stockholders approved the issuance of 1.16 shares of
Atlas America common stock in exchange for each Class B common unit
of Atlas Energy in connection with the merger, excluding treasury
units and Atlas Energy common units held by Atlas America and its
subsidiaries. The proposal to approve the issuance of shares to
holders of Atlas Energy common units was approved by approximately
99.8 percent of the votes cast by Atlas America stockholders. The
proposal to approve the merger was approved by approximately 99.5
percent of the votes cast by Atlas Energy unitholders. Upon
completion of the merger, Atlas America will be named “Atlas
Energy, Inc.” The merger is expected to close before the end of the
third quarter 2009.
Following the closing of the merger, Atlas Energy, Inc. expects
to continue the accelerated expansion of its leading Marcellus
Shale position in southwestern Pennsylvania with retained cash
flows from operations.
Atlas America, Inc. currently owns approximately 48% of
the common unit interests and all of the management incentive
interests in Atlas Energy. Atlas America, Inc. also owns 1.1
million limited partner units in Atlas Pipeline Partners, L.P.
(NYSE: APL) and a 64% interest in Atlas Pipeline Holdings, L.P.
(NYSE: AHD), a limited partnership which owns the general partner
interest, all the incentive distribution rights and 5.8 million
common units of Atlas Pipeline Partners, L.P. For more information,
please visit Atlas America’s website at www.atlasamerica.com, or
contact Investor Relations at
InvestorRelations@atlasamerica.com.
Atlas Energy Resources, LLC is one of the largest
independent natural gas producers in the Appalachian and Michigan
Basins and a leading producer in the Marcellus Shale in
southwestern Pennsylvania. Atlas Energy is also the country’s
largest sponsor and manager of tax-advantaged energy investment
partnerships that finance the exploration and development of Atlas
Energy’s acreage. For more information, visit Atlas Energy’s
website at www.atlasenergyresources.com or contact investor
relations at InvestorRelations@atlasamerica.com.
Cautionary Note Regarding
Forward-Looking Statements
This document contains forward-looking statements that involve a
number of assumptions, risks and uncertainties that could cause
actual results to differ materially from those contained in the
forward-looking statements. Each of Atlas America and Atlas Energy
cautions readers that any forward-looking information is not a
guarantee of future performance. Such forward-looking statements
include, but are not limited to, statements about the benefits of
the proposed merger between a subsidiary of Atlas America and Atlas
Energy, including future financial and operating results, the
combined company’s plans, objectives, expectations and intentions
and other statements that are not historical facts. Risks,
assumptions and uncertainties that could cause actual results to
materially differ from the forward-looking statements include, but
are not limited to, those associated with general economic and
business conditions; changes in commodity price; inability to
obtain capital needed for operations; the level of indebtedness;
changes in government environmental policies; tax consequences of
business transactions; and other risks, assumptions and
uncertainties detailed from time to time in either company’s
reports filed with the U.S. Securities and Exchange Commission (the
“SEC”), including each company’s report on Form 10-K for the year
ended December 31, 2008, and subsequent quarterly reports on Forms
10-Q. There can be no assurance that the transactions described in
this document will be consummated. Forward-looking statements speak
only as of the date hereof, and each company assumes no obligation
to update such statements.
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