A pricing collar mechanism is in place that will adjust the exchange ratio if Range's 15-day average share price rises or falls outside certain price levels.
The acquisition is structured as a merger pursuant to which Stroud's stockholders who satisfy certain investor suitability standards may individually elect to receive, in exchange for their shares of Stroud common stock, consideration in one of three forms: 100% in Range common stock, 100% in cash, or 50% in Range common stock and 50% in cash, subject to adjustments and allocations provided for in the definitive agreement. Stroud stockholders who do not satisfy the investor suitability standards will receive their consideration 100% in cash.
The merger is intended to qualify as a reorganization for federal income tax purposes provided that a sufficient number of shares of Range common stock are delivered to Stroud stockholders in the merger. In such case, Stroud stockholders who are U.S. persons and who receive solely Range common stock will generally not recognize taxable gain or loss and Stroud stockholders who are U.S. persons and who receive both cash and Range common stock will generally recognize taxable gain only to the extent of any cash received.
Stroud will mail its stockholders a merger proxy that describes the merger. Range has agreed to file a copy of the merger agreement in its filing with the Securities and Exchange Commission upon mailing of the merger proxy.
"We believe this transaction offers significant value to our stockholders today and for years to come," said Patrick J. Noyes, Chairman, President and Chief Executive Officer of Stroud. "We look forward to teaming up with Range to exploit our combined resource bases. Being part of Range, which is a much larger entity, will allow for the accelerated development of our properties."
The Boards of Directors of both companies have unanimously approved the merger agreement, which is subject to customary conditions. The transaction is subject to the approval of Stroud stockholders and is expected to close in June 2006. Raymond James & Associates was exclusive financial advisor and rendered a fairness opinion to Stroud in connection with the transaction.
About Stroud Energy
Stroud Energy, Inc., headquartered in Fort Worth, Texas, is a privately owned independent energy company engaged in the acquisition, development, exploitation, exploration and production of natural gas and oil. Stroud primarily focuses its operations in the Fort Worth Basin (Barnett Shale formation), the central Gulf Coast Basin (Austin Chalk formation) and the East Texas Basin (Cotton Valley formation).