CONTINENTAL RESOURCES, INC. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
At the effective time of the Merger (the "Effective Time"): (a) each share of
Company Common Stock (other than the Rollover Shares, shares owned by holders
that validly seek appraisal rights under
The Continental Board, acting on the unanimous recommendation of a special
committee (the "Special Committee") consisting of independent and disinterested
directors of the Company that was formed to negotiate and evaluate a potential
transaction with
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to: (a) the conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time (including restrictions on certain actions, such as amendments to organizational documents, payment of dividends or redemptions, share issuances, distributions, incurrence of certain capital expenditures and indebtedness, acquisitions and dispositions, among others); and (b) the obligation to use reasonable best efforts to take all actions and cause to be done all things
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necessary, proper or advisable to consummate the Transaction. The Merger Agreement also contains certain customary restrictions on the Company and its representatives from soliciting Acquisition Proposals (as defined in the Merger Agreement) prior to the closing of the Transaction.
Consummation of the Offer is subject to certain customary conditions, including,
among others, that: (a) the Merger Agreement has not been terminated;
(b) neither the Continental Board nor the Special Committee shall have changed
its recommendation in favor of the Transaction; (c) there is no law or
injunction prohibiting the Transaction; (d) the Company's representations and
warranties are accurate, subject to customary materiality standards; (e) the
Average Crude Oil Price (as defined in the Merger Agreement) is not less than
If the Offer is consummated, the only condition to the Merger is the absence of a legal prohibition.
The Merger Agreement provides for certain termination rights for both Merger Sub
and the Company, including in the event that: (a) the parties mutually agree to
terminate the Merger Agreement; (b) the Offer has not been consummated as of
The Merger Agreement also provides that upon termination of the Merger
Agreement, under certain circumstances described therein, the Continental Board
will within three business days of such termination, declare and fix a record
date for a cash dividend (the "Unaffiliated Shareholder Termination Dividend")
to be paid no later than 30 business days following such declaration date to
holders of shares of Company Common Stock in an amount per share equal to the
quotient obtained by dividing (i)
Non-Tender and Support Agreement
On
Limited Guarantee
On
The foregoing description of the Merger Agreement, the Support Agreement, the Limited Guarantee and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the
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full text of the Merger Agreement, the Support Agreement and the Limited
Guarantee, copies of which are filed as Exhibits 2.1, 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and incorporated by reference
into this Item 1.01. The Merger Agreement, the Support Agreement and the Limited
Guarantee are incorporated herein by reference to provide investors and security
holders with information regarding their terms. They are not intended to provide
any other factual or financial information about Merger Sub, the Company, or any
of their respective subsidiaries or affiliates. The representations, warranties
and covenants contained in each of the Merger Agreement, the Support Agreement
and the Limited Guarantee: (a) were made only for purposes of the respective
agreement and as of specific dates; (b) were solely for the benefit of the
parties to the Merger Agreement, the Support Agreement and the Limited
Guarantee, as applicable; (c) may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Merger
Agreement, the Support Agreement and the Limited Guarantee instead of
establishing those matters as facts; and (d) may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of Merger Sub, the Company or any of their
respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change after
the date of the Merger Agreement, the Support Agreement and the Limited
Guarantee, which subsequent information may or may not be fully reflected in
public disclosures by Merger Sub or the Company. The Merger Agreement, the
Support Agreement and the Limited Guarantee should not be read alone, but should
instead be read in conjunction with the other information regarding the Company
and the Transaction that will be contained in, or incorporated by reference
into, the tender offer statement on Schedule TO and Schedule 13E-3 and the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as in the other
filings that Merger Sub or the Company make with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofOctober 16, 2022 , by and betweenContinental Resources, Inc. andOmega Acquisition, Inc. 10.1* Non-Tender and Support Agreement, dated as ofOctober 16, 2022 , by and amongContinental Resources, Inc. ,Omega Acquisition, Inc. and the other parties named therein. 10.2* Limited Guarantee, dated as ofOctober 16, 2022 , by and betweenContinental Resources, Inc. andHarold G. Hamm 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. Merger Sub hereby undertakes to furnish supplemental copies of any of the
omitted schedules upon request by the
may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act
for any schedules so furnished.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes "forward-looking statements." All statements included in this communication other than statements of historical fact are forward-looking statements, including, but not limited to, statements regarding the potential transaction between the Company and Merger Sub, the parties' ability to complete the potential transaction, the expected benefits of the potential transaction, and any other statements regarding the parties' future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Forward-looking statements are based on current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Such statements are inherently subject to numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond Continental's control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate or that any transaction will ultimately be consummated. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is made. Should one or more of the risks or uncertainties described in this communication occur, or should underlying assumptions prove incorrect, Continental's actual
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results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, Continental undertakes no obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or circumstances after the date of this report, or otherwise.
Additional Information and Where to Find It
The tender offer referenced in this communication has not been commenced. This
communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell securities, nor is it a
substitute for the transaction disclosure materials that will be filed with the
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