Abraxas Intends to Make Tender Offer to Acquire Remaining Grey Wolf Exploration Inc. Shares.Business Editors & Energy Writers SAN ANTONIO--(BUSINESS WIRE)--April 12, 2001 Abraxas Petroleum Corporation (AMEX AMEX See: American Stock Exchange :ABP 1. (networking) ABP - Alternating bit protocol. 2. ABP - Microsoft Address Book Provider. ) today announced that it intends to commence an exchange tender offer to acquire any or all of the outstanding shares of Grey Wolf Exploration Inc. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :GWX GWX Grey Wolves Expansion (for Silent Hunter III video game) GWX Genigraphics Link ) not currently owned by Abraxas in exchange for shares of Abraxas common stock. Abraxas currently owns approximately 49% of Grey Wolf Exploration's outstanding common stock. Abraxas intends to offer 0.6 of a share of its common stock for each share of Grey Wolf Exploration common stock. Further information about the exchange tender offer will be set forth in the take-over bid circular to be issued to the Grey Wolf Exploration stockholders and Abraxas' registration statement and other offering materials to be filed with the Securities and Exchange Commission at a later date. Abraxas has decided to make its offer directly to the Grey Wolf Exploration stockholders as a result of the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of a prior offer made by Abraxas to the Independent Committee of the Board of Directors of Grey Wolf Exploration. Robert L. G. Watson, chairman and chief executive officer of Abraxas, stated, "Bringing Grey Wolf Exploration fully into Abraxas will further increase operating efficiencies and avoid duplication of public filing expenses. We believe our proposed plan will enhance stockholder value for both Abraxas and Grey Wolf Exploration." This press release does not constitute an offer to sell or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to exchange the securities of Abraxas for the securities of Grey Wolf Exploration. Any such offer or solicitation will be subject to certain customary conditions including the receipt of a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. and will be made only by Abraxas' prospectus and other exchange offer materials, which will be mailed to Grey Wolf Exploration's stockholders at a later date. Grey Wolf Exploration's stockholders are urged to read these documents when they become available, because they will contain important information about the offer. The documents will also be available at no charge from the SEC's Web site, www.sec.gov, and from Abraxas Petroleum Corporation at 500 North Loop 1604 East, Suite 100, San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation). San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S. 78232. Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas exploration and production company that also processes natural gas. It operates in Texas, Wyoming and western Canada
Western Canada, commonly referred to as the West . For additional information about the Company, please visit our Web site, www.abraxaspetroleum.com, for the most current and updated information. The Web site is updated daily in order to comply with the SEC Regulation FD (Fair Disclosure). Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. : Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance suggested in this release. Such factors may include, but may not be necessarily limited to, changes in the prices received by the Company for crude oil and natural gas. In addition, the Company's future crude oil and natural gas production is highly dependent upon the Company's level of success in acquiring or finding additional reserves. Further, the Company operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond the Company's control. In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in the Company's filing with the Securities and Exchange Commission during the past 12 months. Filed by Abraxas Petroleum Corporation (Commission File No. 0-19118) Pursuant to Rule 425 Under the Securities Act of 1933, as amended, And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended. Subject Company: Grey Wolf Exploration Inc. (no Commission File No.) |
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