DENVER--(BUSINESS WIRE)--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.
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.
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.