🕐21.08.11 - 06:27 Uhr
BHP BILLITON NEWS
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_Latest News Updates_
[2]BHP Billitonâs tender offer to acquire Petrohawk Energy Corporation
completed
Links:
2.
http://www.bhpbilliton.com/home/investors/news/Pages/Articles/BHP-Billiton%C3%A2s-tender-offer-to-acquire-Petrohawk-Energy-Corporation-completed.aspx
August 21, 2011
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 âOfferâ)
by BHP Billiton Limited, BHP Billiton Petroleum (North America) Inc.
and
North America Holdings II Inc.
(âMerger Subâ), to acquire all outstanding
shares of common stock of Petrohawk Energy Corporation (âPetrohawkâ) [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tendered and not withdrawn pursuant to the Offer, including approximately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promptly pay for, all shares validly tendered and not withdrawn on or prior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shares validly tendered and not withdrawn on or prior to the expiration of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.
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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
âBHP Billiton Groupâ), Petrohawk or the enlarged BHP Billiton Group
following completion of the Offer, the merger and other related transactions
(the âTransactionsâ).
Often, but not always, forward-looking statements can
be identified by the use of words such as âplans,â âexpects,â âexpected,â
âscheduled,â âestimates,â âintends,â âanticipatesâ or âbelieves,â or
variations of such words and phrases or state that certain actions, events,
conditions, circumstances or results âmay,â âcould,â âwould,â âmightâ or
âwillâ 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 Petrohawkâs
or any member of the BHP Billiton Groupâs 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 Petrohawkâs or any member of the
BHP Billiton Groupâs revolver capacity, credit facility compliance,
collateral demands, capital expenditures, interest expense and other
payments, (xii) Petrohawkâs or any member of the BHP Billiton Groupâs
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
Groupâs ability to control or estimate precisely, and any or all of the BHP
Billiton Groupâs 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: [3]www.bhpbilliton.com
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http://www.bhpbilliton.com
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[4]Read on
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http://www.bhpbilliton.com/home/investors/news/Pages/Articles/BHP-Billiton%C3%A2s-tender-offer-to-acquire-Petrohawk-Energy-Corporation-completed.aspx
_Other News___
[5]Expansion Of Cerrejon Coal
Links:
5.
http://www.bhpbilliton.com/home/investors/news/Pages/Articles/Expansion-Of-Cerrejon-Coal.aspx
August 18, 2011
[6]Final Regulatory Approval Received for BHP Billitonâs Tender Offer for
Petrohawk Energy Corporation
Links:
6.
http://www.bhpbilliton.com/home/investors/news/Pages/Articles/Final-Regulatory-Approval-Received-for-BHP-Billiton%C3%A2s-Tender-Offer-for-Petrohawk-Energy-Corporation.aspx
August 18, 2011
[7]BHP Billiton to acquire HWE Mining subsidiaries
Links:
7.
http://www.bhpbilliton.com/home/investors/news/Pages/Articles/BHP-Billiton-to-acquire-Hwe-Mining-subsidiaries.aspx
August 09, 2011
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