DENVER, CO--(Marketwire -07/20/12)- Venoco, Inc. (VQ) announced that based on the recommendation of a special committee of independent directors, the board of directors of Venoco has agreed to extend to August 31, 2012 the date by which committed financing to complete the previously announced merger between Venoco and an affiliate of Timothy M. Marquez, Venoco's chairman and CEO, must be obtained. The merger was previously approved by a majority of the outstanding shares of Venoco common stock and a majority of the votes of the common stock not owned by Mr. Marquez, his affiliates, and by directors, officers and employees of Venoco or its subsidiaries. Completion of the transaction is subject to certain closing conditions, including a financing condition and other customary conditions.
Rick Walker, chairman of the special committee of the board of directors, stated, "In light of the June 5, 2012 approval of the transaction by a large majority of the company's public shareholders as well as continued progress that has been made toward obtaining the necessary financing by Mr. Marquez, the special committee concluded that an extension until August 31, 2012 was appropriate in order to maximize the opportunity that Venoco shareholders receive the benefits of the merger transaction."
Mr. Marquez commented, "I am pleased with the interest expressed by multiple parties to provide financing for our 'go private' proposal. I feel confident that with this additional time, we will be able to secure a financing package sufficient to close the transaction."
In connection with this extension of the Financing Date, the committee negotiated for a requirement to amend the End Date (as defined in the Merger Agreement) from October 16, 2012 to September 14, 2012, by which time closing must occur or the merger agreement may be terminated by either party. Mr. Walker noted, "The acceleration of the End Date of the Merger Agreement by more than a month will reduce the uncertainty associated with the current 'go private' process."
About the Company
Venoco is an independent energy company engaged in the acquisition, exploitation and development of oil and natural gas properties primarily in California. Venoco operates three offshore platforms in the Santa Barbara Channel, has non-operated interests in three other platforms, operates three onshore properties in Southern California, and has extensive operations in Northern California's Sacramento Basin.
All statements in this press release except statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and these statements are subject to numerous risks and uncertainties. The closing of the merger agreement with Mr. Marquez and his affiliates is subject to a number of conditions, including a financing condition, and those conditions may not be satisfied. The term sheet referred to above is not a binding commitment on the part of the potential source of financing. The financing contemplated by the term sheet would be in addition to certain financing arrangements to be entered into by the company, and these arrangements may not be finalized or closed. All forward-looking statements are made only as of the date hereof and the company undertakes no obligation to update any such statement. Further information on risks and uncertainties that may affect the company's operations and financial performance, and the forward-looking statements made herein, is available in the company's filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.