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| DBLE > SEC Filings for DBLE > Form 8-K on 31-Mar-2009 | All Recent SEC Filings |
31-Mar-2009
Entry into a Material Definitive Agreement, Regulation FD Disclosure
For example purposes only, assuming that (i) there is no adjustment to the
Aggregate Stock Consideration, that the Double Eagle Closing Stock Price is
greater than $4.75 but less than $6.25, (ii) there are no shares of Petrosearch
Common Stock issuable as of the closing date upon exercise of any outstanding
Petrosearch warrants above 750,000 shares, and (iii) there is no Final Working
Capital Shortfall, then the Exchange Ratio would be equal to approximately
0.0433.
Following the Merger, Double Eagle will continue to be listed on the NASDAQ
Global Select Market, and Richard Dole will continue to serve as Chairman of the
Board, President and Chief Executive Officer of Double Eagle. The Board of
Directors of Double Eagle will consist of five directors, four existing
directors of Double Eagle and one future director to be designated by
Petrosearch.
Double Eagle, Merger Sub and Petrosearch have made representations, warranties
and covenants in the Agreement, including, among others, the covenant of
Petrosearch to conduct its businesses in the ordinary course between the
execution of the Agreement and the consummation of the Merger. Petrosearch also
has agreed to additional covenants, including, among others, covenants, subject
to certain exceptions, (1) not to solicit proposals regarding alternative
business combination transactions, (2) not to enter into discussions concerning,
or provide confidential information in connection with, alternative business
combination transactions, (3) not to approve or recommend any alternative
business combination transaction proposals, (4) to cause a common stockholder
meeting to be held to consider approval of the Merger and (5) for its Board of
Directors to recommend approval of the Agreement by Petrosearch's common and
preferred stockholders.
Completion of the Merger is conditioned upon, among other things, adoption of
the Agreement by Petrosearch's common and preferred stockholders and the
accuracy of representations and warranties (subject to materiality exceptions)
as of the date of the Agreement and the closing date of the Merger, and the
performance by the parties in all material respects of their covenants under the
Agreement.
The Agreement contains various termination rights for both parties, including:
(a) by mutual agreement of the parties;
(b) by any party if: (i) the effective time has not occurred before 5:00 p.m.
(Mountain Time) on August 31, 2009 (except in certain limited circumstances);
(ii) there is a final nonappealable order of any governmental entity in effect
preventing consummation of the Merger; or (iii) there shall be any law or order
enacted or deemed applicable to the Merger that would make consummation of the
Merger illegal;
(c) by Double Eagle and Merger Sub, if there shall be any action taken, or any
law or order enacted or deemed applicable to the Merger, by any governmental
entity or regulatory authority, that would: (i) prohibit Double Eagle's or the
Merger Sub's ownership or operation of all or any portion of the business of
Petrosearch, or (ii) compel Double Eagle or Merger Sub to dispose of or hold
separate all or a portion of the assets and properties of Petrosearch as a
result of the Merger;
(d) by Double Eagle, if there has been a material breach of any representation,
warranty, covenant or agreement by Petrosearch and Petrosearch has not cured
such breach within five (5) business days after notice of such breach is
delivered to Petrosearch; provided, however, that, no cure period shall be
required for a breach that by its nature cannot be cured;
(e) by Petrosearch if there has been a material breach of any representation,
warranty, covenant or agreement by Double Eagle or Merger Sub and Double Eagle
has not cured such breach within five (5) business days after notice of such
breach is delivered to Double Eagle; provided, however, that no cure period
shall be required for a breach that by its nature cannot be cured;
(f) by Double Eagle or Petrosearch, if the Petrosearch stockholders do not
approve the Merger by the requisite votes;
(g) by Petrosearch, if Petrosearch has received a Superior Proposal (as defined
in the Agreement) and paid a $300,000 termination fee to Double Eagle; or
(h) by Petrosearch, if the Double Eagle Stock Price is less than $3.00 per
share.
Upon termination of the Agreement under paragraph (d) or (g) above, Petrosearch
will be required to pay Double Eagle a termination fee of $300,000.
Investors are cautioned that the representations, warranties and covenants
included in the Agreement were made by Petrosearch, on the one hand, and Double
Eagle and Merger Sub, on the other hand, to each other. These representations,
warranties and covenants were made as of specific dates and only for purposes of
the Agreement and are subject to important exceptions and limitations, including
a contractual standard of materiality different from that generally relevant to
investors, and are qualified by information in confidential disclosure schedules
that the parties exchanged in connection with the execution of the Agreement. In
addition, the representations and warranties may have been included in the
Agreement for the purpose of allocating risk between Double Eagle and
Petrosearch, rather than to establish matters as facts. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Agreement, which subsequent information may or may not be
fully reflected in the public disclosures of Double Eagle or Petrosearch.
The Agreement is described in this Current Report on Form 8-K and attached as
Exhibit 2.1 hereto only to provide you with information regarding certain
material terms and conditions and, except for its status as a contractual
document that establishes and governs the legal relationship among the parties
thereto with respect to the Merger, not to provide any other factual information
regarding Double Eagle, Petrosearch or their respective businesses or the actual
conduct of their respective businesses during the pendency of the Agreement. You
should not rely on the representations and warranties in the Agreement as
characterizations of the actual state of facts about Double Eagle, Merger Sub,
Petrosearch or any other person. Furthermore, you should not rely on the
covenants in the Agreement as actual limitations on the business of Petrosearch,
because Petrosearch may take certain actions that are either expressly permitted
in the Agreement or as otherwise consented to by Double Eagle, which consent may
be given without notice to the public.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 2.1 hereto and is incorporated into this Current Report on Form 8-K by
reference. The Agreement provides further information regarding the terms of the
Merger.
Voting Agreement
In connection with the Agreement, Double Eagle entered into a voting agreement
dated as of March 30, 2009 (the "Voting Agreement"), with each of the directors
and executive officers of Petrosearch. The Voting Agreement provides that each
affiliate will vote his shares in favor of the approval and adoption of the
Agreement and not dispose or pledge, except for limited circumstances, their
Petrosearch Capital Stock. The Voting Agreement terminates if the Agreement is
terminated or upon mutual consent of Double Eagle and the affiliate. The
foregoing description of the Voting Agreement does not purport to be complete
and is qualified in its entirety by reference to the form of Voting Agreement,
which is filed as Exhibit 2.2 and is incorporated into this Current Report on
Form 8-K by reference.
Additional Information and Where to Find It
In connection with the proposed Merger, Double Eagle will file a registration
statement, which will include a proxy statement of Petrosearch and other
materials, with the Securities and Exchange Commission (the "SEC"). PROSPECTIVE
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND THE OTHER MATERIALS REGARDING
. . .
(d) Exhibits
Exhibit No. Title
2.1 Agreement and Plan of Merger, dated March 30, 2009, by and
among Double Eagle Petroleum Co., DBLE Acquisition
Corporation, and Petrosearch Energy Corporation
2.2 Form of Voting Agreement
99.1 Press Release, dated March 31, 2009
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