MELBOURNE, Australia,
Aug. 20, 2011 /PRNewswire/ -- BHP
Billiton [ASX: BHP, LSE: BLT, NYSE: BHP, NYSE: BBL, JSE: BLT]
announced today that all conditions to the closing of the tender
offer (the "Offer") by BHP Billiton Limited, BHP Billiton Petroleum
(North America) Inc. and North
America Holdings II Inc. ("Merger Sub"), to acquire all outstanding
shares of common stock of Petrohawk Energy Corporation
("Petrohawk") [NYSE: HK] for US$38.75
per Petrohawk share net to the seller in cash, without interest,
less any applicable withholding taxes, have been satisfied. The
depositary for the tender offer has advised that, as of the
expiration of the Offer at 12:00 midnight, New York City time, at the end of Friday,
19 August 2011, approximately 293.9
million Petrohawk shares had been validly tendered and not
withdrawn pursuant to the Offer, including approximately 36.0
million Petrohawk shares tendered by guaranteed delivery, which
tendered shares represent approximately 97.4 percent of the
outstanding shares of Petrohawk. BHP Billiton has accepted for
payment, and expects to promptly pay for, all shares validly
tendered and not withdrawn on or prior to the expiration of the
Offer.
As the final step of the acquisition process and following
payment for all shares validly tendered and not withdrawn on or
prior to the expiration of the Offer, BHP Billiton expects to
effect a short-form merger under Delaware law as promptly as practicable. At
the effective time of the merger, each share issued and outstanding
immediately prior to the effective time (other than shares then
owned by BHP Billiton, Petrohawk or any of their wholly owned
subsidiaries (in each case other than on behalf of third parties)
and shares that are held by any stockholders who properly demand
appraisal in connection with the merger) will cease to be issued
and outstanding and will be converted into the right to receive an
amount in cash equal to the Offer price of US$38.75, without interest, less any applicable
withholding taxes. Petrohawk will be the surviving corporation in
the merger and will become an indirect wholly owned subsidiary of
BHP Billiton. Following the merger, Petrohawk shares will be
delisted and will cease to trade on the New York Stock
Exchange.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain, in addition to historical
information, certain forward-looking statements regarding future
events, conditions, circumstances or the future financial
performance of BHP Billiton Plc and BHP Billiton Limited and their
affiliates, including North America Holdings II Inc. and BHP
Billiton Petroleum (North America)
Inc. (collectively, the "BHP Billiton Group"), Petrohawk or the
enlarged BHP Billiton Group following completion of the Offer, the
merger and other related transactions (the "Transactions"). Often,
but not always, forward-looking statements can be identified by the
use of words such as "plans," "expects," "expected," "scheduled,"
"estimates," "intends," "anticipates" or "believes," or variations
of such words and phrases or state that certain actions, events,
conditions, circumstances or results "may," "could," "would,"
"might" or "will" be taken, occur or be achieved. Such
forward-looking statements are not guarantees or predictions of
future performance, and are subject to known and unknown risks,
uncertainties and other factors, many of which are beyond our
control, that could cause actual results, performance or
achievements of any member of the BHP Billiton Group or the
enlarged BHP Billiton Group following completion of the
Transactions to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include:
(i) the risk that not all conditions of the merger will be
satisfied or waived, (ii) beliefs and assumptions relating to
available borrowing capacity and capital resources generally, (iii)
expectations regarding environmental matters, including costs of
compliance and the impact of potential regulations or changes to
current regulations to which Petrohawk or any member of the BHP
Billiton Group is or could become subject, (iv) beliefs about oil
and gas reserves, (v) anticipated liquidity in the markets in which
BHP Billiton or any member of the BHP Billiton Group transacts,
including the extent to which such liquidity could be affected by
poor economic and financial market conditions or new regulations
and any resulting impacts on financial institutions and other
current and potential counterparties, (vi) beliefs and assumptions
about market competition and the behaviour of other participants in
the oil and gas exploration, development or production industries,
(vii) the effectiveness of Petrohawk's or any member of the BHP
Billiton Group's strategies to capture opportunities presented by
changes in prices and to manage its exposure to price volatility,
(viii) beliefs and assumptions about weather and general economic
conditions, (ix) beliefs regarding the U.S. economy, its trajectory
and its impacts, as well as the stock price of each of Petrohawk,
BHP Billiton Plc and BHP Billiton Limited, (x) projected operating
or financial results, including anticipated cash flows from
operations, revenues and profitability, (xi) expectations regarding
Petrohawk's or any member of the BHP Billiton Group's revolver
capacity, credit facility compliance, collateral demands, capital
expenditures, interest expense and other payments, (xii)
Petrohawk's or any member of the BHP Billiton Group's ability to
efficiently operate its assets so as to maximize its revenue
generating opportunities and operating margins, (xiii) beliefs
about the outcome of legal, regulatory, administrative and
legislative matters, (xiv) expectations and estimates regarding
capital and maintenance expenditures and its associated costs and
(xv) uncertainties associated with any aspect of the Transactions,
including uncertainties relating to the anticipated timing of
filings and approvals relating to the Transactions, the outcome of
legal proceedings that may be instituted against Petrohawk and/or
others relating to the Transactions, the expected timing of
completion of the Transactions, the satisfaction of the conditions
to the consummation of the Transactions and the ability to complete
the Transactions. Many of these risks and uncertainties relate to
factors that are beyond the BHP Billiton Group's ability to control
or estimate precisely, and any or all of the BHP Billiton Group's
forward-looking statements may turn out to be wrong. The BHP
Billiton Group cannot give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. The BHP
Billiton Group disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, conditions, circumstances or otherwise,
except as required by applicable law.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the BHP Billiton Group, Petrohawk or the enlarged BHP
Billiton Group following completion of the Transactions.
Further information on BHP Billiton can be found at:
www.bhpbilliton.com.
SOURCE BHP Billiton
