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HADSON ENERGY RESOURCES CORPORATION ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH APACHE CORPORATION

 OKLAHOMA CITY, Aug. 26 /PRNewswire/ -- Hadson Energy Resources Corporation (AMEX: HDX) today reported that it has entered into a definitive agreement with Apache Corporation (NYSE: APA), a 68 percent stockholder of Hadson Energy, whereby Apache will acquire Hadson Energy by merging Hadson Energy with a wholly owned subsidiary of Apache. If the merger is consummated, all Hadson Energy stockholders (other than Apache) will receive $15 per share in exchange for their Hadson Energy common stock. Each Hadson Energy stockholder may elect whether to receive cash or an amount of Apache common stock equal in value to $15 per share. The merger is subject to a number of conditions, including approval by 66-2/3 percent of Hadson Energy stockholders other than Apache and its affiliates.
 In connection with the proposed transaction, Hadson Energy and Apache have filed with the Securities and Exchange Commission a joint proxy statement and registration statement. The joint filing also includes an offer by Apache to purchase Hadson Energy shares in the event the merger is not approved by Hadson Energy's stockholders. The offer to purchase, pursuant to which Apache will offer to acquire Hadson Energy stock for the same price as the proposed merger consideration, is conditioned, among other things, on Apache acquiring at least 80 percent of the outstanding Hadson Energy shares. Apache will offer its common stock to Hadson Energy's stockholders only by means of the registration statement.
 The definitive agreement provides that Hadson Energy will not solicit any competing offers, but may provide information to, and negotiate with, any third party making or about to make a more favorable proposal to acquire Hadson Energy or the shares of Hadson Energy held by the public stockholders and, in the event such a takeover proposal is received, to terminate the agreement with Apache if so required by the fiduciary duties of the board of directors of Hadson Energy.
 Hadson Energy, based in Oklahoma City, is an energy company engaged in domestic and international crude oil and natural gas acquisition, exploration, development and production.
 Apache Corporation, based in Houston, Texas, is an independent energy company engaged in exploration for and development and production of natural gas and crude oil. The company's securities are traded on the New York and Chicago Stock Exchanges (symbol APA).
 -0- 8/26/93
 /CONTACT: William C. Rankin, senior vice president and chief financial officer of Hadson Energy Resources Corporation, 405-232-2212; or Warren M. Shimmerlik of Shimmerlik Corporate Communications, Inc., 212-247-5200/
 (HDX APA)


CO: Hadson Energy Resources Corporation; Apache Corporation ST: Oklahoma, Texas IN: OIL SU: TNM

SH -- NY012 -- 6033 08/26/93 09:17 EDT
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Publication:PR Newswire
Date:Aug 26, 1993
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