Continental Resources, Inc. (NYSE: CLR) inches down in early trading session on Tuesday as it has announced an Agreement and Plan of Merger with Omega Acquisition, Inc., an Oklahoma firm owned by Continental’s founder, Harold G. Hamm.
According to the Merger Agreement, Merger Sub will launch a tender offer to buy any and all outstanding shares of Continental’s common stock at a price of $74.28 per share.
- Hamm and the Hamm family possess shares of common stock directly or indirectly.
- Common stock shares underlying unvested equity awards given under Continental’s long-term incentive schemes. The tender offer would be for approximately 58 million shares of common stock, based on the number of shares outstanding as of October 12, 2022. Continental’s expected dividend for the third quarter of 2022 is included in the Offer Price. As a result, and in accordance with the Merger Agreement, Continental will not pay dividends between the Transaction’s signature and closure.
Merger Sub will merge with and into Continental as soon as possible after the tender offer is completed, with Continental remaining the surviving corporation, wholly owned by the Hamm family. Each share of common stock outstanding immediately prior to the Merger’s effective date (except Rollover Shares, shares owned by holders who legitimately seek appraisal rights under Oklahoma law, and certain other excluded shares specified in the Merger Agreement) will be converted into the right to receive the Offer Price, without interest. The Offer Price represents a 15% premium to the closing price of the Common Stock of $64.50 as of June 13, 2022, prior to the June 14, 2022 announcement of the Hamm family’s initial offer to Continental.
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