CGAS announces merger agreement.COLUMBUS, Ohio--(BUSINESS WIRE)--May 24, 1996--Clinton Gas Systems Inc. (NASDAQ/NMS:CGAS CGAS Coast Guard Air Station CGAS Children's Global Assessment Scale ) ("CGAS") announced today that it has entered into a definitive merger agreement with Joint Energy Development Investments Limited Partnership ("JEDI"), an affiliate of Enron Capital & Trade Resources Corp., whereby JEDI will acquire in the merger, shares of common stock of CGAS at a price of $6.75 per share, in cash. CGAS currently has a total of 5,681,561 shares of common stock outstanding, on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. The merger agreement has been approved by the board of directors of CGAS and its special committee of outside directors. Concurrently with the execution of the merger agreement, JEDI, and a newly-formed subsidiary of JEDI, JENCO Acquisition Inc., have entered into agreements with Jerry D. Jordan, chief executive officer of CGAS, providing that he will continue in that position, and maintain a continuing ownership position in CGAS after the merger. Other agreements with certain members of CGAS management also provide for a continuing management role for those parties. Consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the acquisition is subject to the satisfaction of various conditions, including approval of the transaction by the stockholders of CGAS, and the receipt of all necessary consents and government approvals. CGAS currently expects to hold a special meeting of its stockholders as soon as practicable practicable adj. when something can be done or performed. after receipt of clearance of its proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other from the Securities and Exchange Commission for the purpose of voting on the transaction. CGAS is an independent oil and natural gas exploration and production company, and a natural gas service company. The shares of CGAS are traded on the National Market Tier of the NASDAQ Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the symbol of "CGAS." CONTACT: Clinton Gas Systems Inc., Columbus Jerry D. Jordan, 614/888-9588 |
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