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BIL
BIBLT
BHP - BHP Billiton plc - BHP Billiton`s tender offer to acquire Petrohawk
Energy Corporation completed
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release Time IMMEDIATE
Date 21 August 2011
Number 25/11
BHP BILLITON`S TENDER OFFER TO ACQUIRE PETROHAWK ENERGY CORPORATION COMPLETED
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 "Offer") by
BHP Billiton Limited, BHP Billiton Petroleum (North America) Inc. and North
America Holdings II Inc. ("Merger Sub"), to acquire all outstanding shares of
common stock of Petrohawk Energy Corporation ("Petrohawk") (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withdrawn pursuant to the Offer, including approximately 36.0 million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shares validly tendered and not withdrawn on or prior to the expiration of the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shares validly tendered and not withdrawn on or prior to the expiration of the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.
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 "BHP Billiton
Group"), Petrohawk or the enlarged BHP Billiton Group following completion of
the Offer, the merger and other related transactions (the "Transactions").
Often, but not always, forward-looking statements can be identified by the use
of words such as "plans," "expects," "expected," "scheduled," "estimates,"
"intends," "anticipates" or "believes," or variations of such words and
phrases or state that certain actions, events, conditions, circumstances or
results "may," "could," "would," "might" or "will" 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 Petrohawk`s or any member of
the BHP Billiton Group`s 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 Petrohawk`s or any member of the BHP Billiton Group`s revolver
capacity, credit facility compliance, collateral demands, capital
expenditures, interest expense and other payments, (xii) Petrohawk`s or any
member of the BHP Billiton Group`s 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 Group`s ability to control or estimate precisely, and any or all
of the BHP Billiton Group`s 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: www.bhpbilliton.com.
Sponsor: Absa Capital (the investment banking division of Absa Bank Limited,
affiliated with Barclays Capital)
Media Relations Investor Relations
Australia Australia
Samantha Stevens Andrew Gunn
Tel: +61 3 9609 2898 Tel: +61 3 9609 3575
Mobile: +61 400 693 915 Mobile: +61 439 558 454
email: email: Andrew.Gunn@bhpbilliton.com
Samantha.Stevens@bhpbilliton.com
United Kingdom and South Africa
Kelly Quirke
Tel: +61 3 9609 2896 Brendan Harris
Mobile: +61 429 966 312 Tel: +44 20 7802 4131
email: Kelly.Quirke@bhpbilliton.com Mobile: +44 7990 527 726
email:
Fiona Martin Brendan.Harris@bhpbilliton.com
Tel: +61 3 9609 2211
Mobile: +61 427 777 908 Americas
email: Fiona.Martin2@bhpbilliton.com
United Kingdom and Americas Scott Espenshade
Tel: +1 713 599 6431
Ruban Yogarajah Mobile: +1 713 208 8565
Tel: US +1 713 966 2907 or email:
UK +44 20 7802 4033 Scott.Espenshade@bhpbilliton.com
Mobile: UK +44 7827 082 022
email:
Ruban.Yogarajah@bhpbilliton.com
BHP Billiton Limited BHP Billiton Plc Registration number
ABN 49 004 028 077 3196209
Registered in Australia Registered in England and Wales
Registered Office: Registered Office: Neathouse Place
180 Lonsdale Street London SW1V 1BH United Kingdom
Melbourne Victoria 3000 Australia Tel +44 20 7802 4000
Tel +61 1300 55 4757 Fax +44 20 7802 4111
Fax +61 3 9609 3015
Members of the BHP Billiton Group which is headquartered in Australia
Date: 22/08/2011 07:05:11 Produced by the JSE SENS Department.
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