Last August Eclipse Resources announced it had sold itself to Blue Ridge Mountain Resources, the renamed remnant of Magnum Hunter Resources (see Eclipse Resources Merging with Former Magnum Hunter). Although Eclipse shareholders have approved the deal, not until today was there official approval by the shareholders of Blue Ridge Mountain Resources.
According to the press release below, the merger will happen by the last week of February. Which can’t come too soon for Eclipse since last month the NYSE has threatened them with delisting their stock (see NYSE Threatens Eclipse Resources with Stock Delisting).
We maintain that Blue Ridge is the company doing the buying, although the transaction is technically a merger (and although the name will remain Eclipse). Why do we say that? Because post-merger most of Eclipse’s top management is exiting state left, and Blue Ridge people are assuming most of the top management positions (see Eclipse’s Top Brass Not Sticking Around After Blue Ridge Merger).
Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) and Blue Ridge Mountain Resources, Inc. (OTCPK: BRMR) (“Blue Ridge”) today announced that the stockholders of Blue Ridge, through the delivery of written consents, have adopted the definitive merger agreement under which Eclipse Resources and Blue Ridge will combine in an all-stock transaction (the “Transaction”) and approved the merger and the other transactions contemplated by the definitive merger agreement. The Transaction has now been approved by the boards of directors and stockholders of each company. Because Blue Ridge has received stockholder written consents sufficient to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, all stockholder written consents received by Blue Ridge have become irrevocable.
Additionally, Blue Ridge has received requests from holders of the requisite percentage of outstanding Blue Ridge common stock to cause the Transaction to be a “drag transaction” for purposes of the Blue Ridge stockholders agreement. As a result, Blue Ridge’s stockholders will be required to take or refrain from taking certain actions, in each case, in furtherance of the completion of the Transaction.
As previously disclosed, Blue Ridge stockholders will receive consideration consisting of 4.4259 shares of Eclipse Resources common stock for each share of Blue Ridge common stock, before adjustment for a 15-to-1 reverse stock split of Eclipse Resources common stock to be effected concurrently with closing of the Transaction. Upon completion of the merger, Eclipse Resources will change its name to Montage Resources Corporation, and thereafter the Eclipse Resources common stock will trade on the New York Stock Exchange under the symbol “MR”.
The closing of the Transaction remains subject to customary closing conditions. Eclipse Resources and Blue Ridge expect that the Transaction will be completed during the last week of February 2019.
About Eclipse Resources Corporation
Eclipse Resources is an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin, including the Utica and Marcellus Shales. For more information, please visit the Company’s website at www.eclipseresources.com.
About Blue Ridge Mountain Resources, Inc.
Blue Ridge is an Irving, Texas based independent exploration and production company engaged in the acquisition, development, and production of natural gas and natural gas liquids. Blue Ridge is active in two of the most prolific unconventional shale resource plays in North America, the Marcellus and Utica Shales.*
*Blue Ridge Mountain Resources (Feb 11, 2019) – Stockholders of Blue Ridge Mountain Resources, Inc. Approve Combina...