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 AVON, Conn., Jan. 4 /PRNewswire/ -- Alta Energy Corporation (AMEX: ALE) today announced its board's unanimous approval of the terms of a merger proposal from Devon Energy Corporation (AMEX: DVN). Alta shareholders would receive Devon common shares and cash, together with the right to receive a future cash payment for a prospect now being developed.
 The proposal calls for Devon to pay cash based on a formula which Alta expects to result in a $1.20 payment, plus 0.3189 of a Devon common share, in exchange for each Alta common share. The consideration would be subject to certain additional adjustments to be provided in the merger agreement.
 The future cash payment will be based on the value of the Camille Adams No. 1 well in Vermilion Parish, Louisiana. During late 1994 this prospect will be evaluated by independent reserve engineers. The amount Devon will pay for this property will be determined by applying an agreed upon formula to the results of the evaluation.
 In connection with the proposal, the holders of 45 percent of Alta's common stock agreed to sell their stock to Devon for the same per share price if the merger is not consummated. These stockholders, including Alta's two principal executive officers, members of their immediate families, and another director of Alta, have agreed to vote their shares in favor of the transaction. John R. Fitzgerald, one of the selling stockholders and Alta's chairman and chief executive officer, will purchase certain minor Alta assets not being acquired by Devon.
 Devon's board of directors approved the proposal earlier. The plan remains subject to execution of a definitive merger agreement, to the approval of Alta's shareholders, to regulatory approvals and certain other conditions. Devon and Alta anticipate filing their respective registration and proxy statements with the Securities and Exchange Commission within 30 days.
 John R. Fitzgerald, president and chief executive officer, said "Though it has always been our intention to grow Alta as an independent company, the dramatic fall in oil prices of the last two months has impaired our ability to do so. We believe our shareholders can recognize more ultimate value, and realize it more quickly, in a merger with a financially stronger company.
 "Devon is a particularly attractive merger partner for us not only because of its financial strength, but also for its proven growth record and substantial natural gas position which complements Alta's oil. Devon's willingness to provide us with interim financing, to make the merger substantially tax free to our shareholders, and then Devon's ability to shelter our future taxes with its Section 29 tax credits were also major factors."
 Alta Energy Corporation. Alta is an independent oil and gas exploration and production company headquartered in Denver. Alta's common shares trade on the American Stock Exchange under the symbol ALE. The company owns interests in 680 (258 net) oil and gas wells and in undeveloped acreage located primarily in New Mexico, Wyoming, Texas and Oklahoma.
 Devon Energy Corporation. Devon is an independent energy company engaged in oil and gas property acquisition, exploration and production, and oil and natural gas remarketing. The company ranks in the top 20 percent of U.S. public energy companies, measured by oil and gas reserves. Devon's common shares trade on the American Stock Exchange under the symbol DVN.
 -0- 1/4/94
 /CONTACT: Charles Lard of Alta Energy, 203-677-8707/

CO: Alta Energy Corporation; Devon Energy Corporation ST: Connecticut IN: OIL SU: TNM

TM-WB -- NY003 -- 8726 01/04/94 07:30 EST
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Publication:PR Newswire
Date:Jan 4, 1994

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