Whiting Petroleum Corporation (NYSE:WLL) (“Whiting”) today announced
that it has completed its previously announced acquisition of Kodiak Oil
& Gas Corp. (“Kodiak”), creating the largest Bakken/Three Forks
producer. The closing of the transaction follows the issuance of a final
order by the Supreme Court of British Columbia approving the Arrangement
on December 5, 2014. The all-stock transaction was previously approved
by Whiting stockholders and Kodiak securityholders at special meetings
held on December 3, 2014.
The transaction enhances Whiting’s leading oil-weighted platform and is
expected to drive production, reserve growth and operational
efficiencies. Based on the closing price of Whiting stock on December 5,
2014, the combined company has a market capitalization of approximately
$6.2 billion.
“We are excited to move forward as one company that is even better
positioned to deliver value to our stockholders, customers and
employees,” said James Volker, Whiting’s Chairman, President and Chief
Executive Officer. “Uniting our complementary acreage positions and
substantial inventory of high return drilling locations provides Whiting
with an expanded platform for growth. I am pleased to welcome Lynn
Peterson and Jim Catlin to the Whiting Board of Directors and look
forward to continuing to work closely with them and all of our
employees, including our new team members from Kodiak, to ensure a
seamless transition as we continue to drive production and significant
value growth.”
As a result of the completion of the merger, the common stock of Kodiak
Oil & Gas Corp. is no longer listed for trading on the New York Stock
Exchange. Pursuant to the terms of the Arrangement, each share of common
stock of Kodiak Oil & Gas Corp. will be exchanged for 0.177 of a share
of Whiting common stock.
In connection with closing, Whiting, Whiting US Holding Company, a
wholly-owned subsidiary of Whiting, and Kodiak applied to applicable
Canadian securities authorities for a decision that each of them are not
a reporting issuer in Canada and that, if such decision is made, (i)
Kodiak will no longer be a reporting issuer in any jurisdiction of
Canada and (ii) Whiting will provide its oil and gas disclosures in
accordance with the filing obligations of the United States Securities
Act of 1933 and the United States Securities Exchange Act of 1934 rather
than in accordance with Part 8 of National Instrument 51-101 – Standards
of Disclosure for Oil and Gas Activities.
About Whiting
Whiting, a Delaware corporation, is an independent oil and gas
company that explores for, develops, acquires and produces crude oil,
natural gas and natural gas liquids primarily in the Rocky Mountain and
Permian Basin regions of the United States. The Company’s largest
projects are in the Bakken and Three Forks plays in North Dakota, the
Niobrara play in northeast Colorado and its Enhanced Oil Recovery
(“EOR”) field in Texas. The Company trades publicly under the symbol “WLL”
on the New York Stock Exchange. For further information, please visit http://www.whiting.com.
Forward-Looking Statements
This press release contains statements that Whiting believes to be
“forward-looking statements” within the meaning of Section 21E of the
Securities Exchange Act of 1934. All statements other than historical
facts, including, without limitation, statements regarding the
anticipated completion of the proposed transaction or the timing
thereof, are forward-looking statements. When used in this press
release, words such as we “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “believe” or “should” or the negative thereof or
variations thereon or similar terminology are generally intended to
identify forward-looking statements. Such forward-looking statements are
subject to risks and uncertainties that could cause actual results to
differ materially from those expressed in, or implied by, such
statements.
These risks and uncertainties include, but are not limited to: Whiting’s
and Kodiak’s ability to integrate successfully after the transaction and
achieve anticipated benefits from the proposed transaction; the
possibility that various closing conditions for the transaction may not
be satisfied or waived; risks relating to any unforeseen liabilities of
Whiting or Kodiak; declines in oil, NGL or natural gas prices; the level
of success in exploration, development and production activities;
adverse weather conditions that may negatively impact development or
production activities; the timing of exploration and development
expenditures; the ability to obtain sufficient quantities of CO2
necessary to carry out EOR projects; inaccuracies of reserve estimates
or assumptions underlying them; revisions to reserve estimates as a
result of changes in commodity prices; impacts to financial statements
as a result of impairment write-downs; risks related to level of
indebtedness and periodic redeterminations of the borrowing base under
our amended credit agreement; ability to generate sufficient cash flows
from operations to meet the internally funded portion of our capital
expenditures budget; ability to obtain external capital to finance
exploration and development operations and acquisitions; federal and
state initiatives relating to the regulation of hydraulic fracturing;
the ability to identify and complete acquisitions and to successfully
integrate acquired businesses; unforeseen underperformance of or
liabilities associated with acquired properties; the ability to
successfully complete potential asset dispositions and the risks related
thereto; the impacts of hedging on results of operations; failure of
properties to yield oil or gas in commercially viable quantities;
availability of, and risks associated with, transport of oil and gas;
shortages of or delays in obtaining qualified personnel or equipment,
including drilling rigs and completion services; uninsured or
underinsured losses resulting from oil and gas operations; inability to
access oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and
regulations governing oil and gas operations; ability to replace oil and
natural gas reserves; any loss of senior management or technical
personnel; competition in the oil and gas industry; and other risks
described under the caption “Risk Factors” in Whiting’s and Kodiak’s
Annual Reports on Form 10-K for the year ended December 31, 2013 and
Quarterly Reports on Form 10-Q for the quarter ended September 30, 2014.
Whiting and Kodiak assume no obligation, and disclaim any duty, to
update the forward-looking statements in this press release.
Copyright Business Wire 2014