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IES INDUSTRIES, WHITING PETROLEUM ANNOUNCE MERGER AGREEMENT

      IES INDUSTRIES, WHITING PETROLEUM ANNOUNCE MERGER AGREEMENT
    CEDAR RAPIDS, Iowa, Nov. 18 /PRNewswire/ -- IES Industries Inc. (NYSE: IES) and Whiting Petroleum Corporation (NASDAQ: WPCO) announced today the execution of a definitive Agreement and Plan of Merger pursuant to which Whiting will become a wholly owned subsidiary of IES in a tax-free reorganization and Whiting shareholders will receive .1000 shares of IES common stock for each share of Whiting common stock. Whiting and IES also entered into a stock option agreement, which gives IES the right, under certain circumstances, to purchase up to 2,050,000 shares of Whiting common stock of 2.7875 per share.
    Kenneth R. Whiting, chairman of the board, chief executive officer and president of Whiting has agreed to remain as chief executive officer and president of Whiting for three years following the merger.  Based upon the November 15 closing price per share of IES common stock on the New York Stock Exchange, the transaction is valued at approximately $24.4 million.
    The merger is subject to approval by Whiting shareholders and to certain regulatory approvals and filings, including a pre-merger notification report under the Hart-Scott-Rodino Antitrust improvements Act of 1976 and a registration statement/proxy statement under federal securities laws, as well as to satisfaction of customary conditions. The merger is expected to be consummated early in the first quarter of 1992.
    Blake O. Fisher, Jr., executive vice president and chief financial officer of IES said, "We are very pleased to have reached agreement with Whiting Petroleum Corporation as a significant strategic expansion of our business into diversified investments in energy related businesses. We look forward to bringing Ken Whiting, his fine company and its shareholders into the IES group."  Ken Whiting, chairman of the board, chief executive officer and president of Whiting said.  "This transaction represents a unique opportunity for Whiting to join a major, well-managed utility with solid growth potential.  Our shareholders will receive IES stock in a tax-free reorganization which we feel is an excellent investment and which currently pays a dividend at an annual rate of $2.10 per share."
    IES Industries Inc. was created pursuant to an agreement and plan of merger dated Feb. 27, 1991, effective July 1, 1991, between IES Industries, a holding company whose principal subsidiary was Iowa Electric Light and Power Company, and Iowa Southern Inc., a holding company whose principal subsidiary was Iowa Southern Utilities Company.
    Whiting is an independent oil and gas company engaged in the business of purchasing, exploring for, developing and producing crude oil and natural gas.
    -0-        11/18/91
    /CONTACT:  Kenneth R. Whiting, president, or Jerry D. Fitzgerald, vice president-finance of Whiting Petroleum, 303-837-1661, or Colleen Reilly, of IES Industries, 319-398-7288/
    (IES WPCO) CO:  IES Industries Inc.; Whiting Petroleum Corp. ST:  Iowa, Colorado IN:  UTI SU:  TNM TS -- NY049 -- 1383 11/18/91 11:32 EST
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Publication:PR Newswire
Date:Nov 18, 1991
Words:475
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