Pyramid Oil, Yuma Energy Announce Merger in All-Stock Deal, Pyramid Will Issue 66M Shares of PDO to Yuma Holders
Pyramid Oil Company (NYSE: PDO) and privately held Yuma Energy, Inc. jointly announced today that they have entered into a definitive merger agreement for an all-stock transaction. Upon completion of the transaction, which is subject to the approval of stockholders of both companies, Pyramid will change its name to "Yuma Energy, Inc.," and relocate its headquarters to Houston, Texas, while maintaining offices in Bakersfield to oversee its California operations.
Terms and Conditions
Under the terms of the merger agreement, Pyramid will issue an aggregate of approximately 66 million shares of Pyramid common stock to Yuma stockholders, resulting in former Yuma stockholders owning approximately 93% of the post-merger company. Upon completion of the transaction, there will be an aggregate of approximately 71 million shares of common stock outstanding. As part of the merger, Pyramid will reincorporate as a Delaware corporation. The transaction is expected to qualify as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code.
As previously noted, the transaction is subject to the approval of the stockholders of both companies, as well as other customary approvals, including authorization to list the newly issued shares on the NYSE MKT. The companies anticipate completing the transaction in mid-2014.
Upon closing, all of the executive officers and directors of Yuma will assume the same roles with the merged company. Sam L. Banks, Yuma's Chairman and Chief Executive Officer, will assume the same roles of the merged company, as will Michael F. Conlon, Yuma's President and Chief Operating Officer, Kirk F. Sprunger, Yuma's Chief Financial Officer, Treasurer and Secretary, and James "Jay" Jacobs, Yuma's Vice President of Corporate and Business Development. The composition of the board of directors will be Sam L. Banks (Chairman), Richard K. Stoneburner, James W. Christmas, Frank A. Lodzinski, Richard W. Volk and Ben T. Morris; and the board will meet the director independence requirements of the NYSE MKT.
ROTH Capital Partners, LLC acted as financial advisor to Pyramid in the transaction. Legal counsel to Yuma in the transaction is Jones & Keller, P.C., Denver, Colorado. Legal counsel to Pyramid in the transaction is TroyGould PC, Los Angeles, California.
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