Continental Resources to be acquired by the Hamm Family for $74.28 per share (68.22)
- Based on the shares outstanding as of October 12, 2022, the tender offer would be for approximately 58 million shares of common stock. The Offer Price includes $0.28 in lieu of Continental's anticipated dividend for the third quarter of 2022. Accordingly, and consistent with the Merger Agreement, Continental will not pay dividends between the signing and closing of the Transaction.
- There is no financing condition to the Transaction. It is anticipated that the Transaction will be financed using a combination of (i) the Company's cash on hand, (ii) borrowings under the Company's existing revolving credit facility and (iii) a new term loan facility to be entered into in connection with the closing of the Transaction. Mr. Hamm currently serves as Chairman of Continental's Board of Directors. He and the rest of the Hamm family collectively own approximately 83% of Continental's common stock. Continental's Board of Directors, acting on the unanimous recommendation of a special committee consisting solely of independent and disinterested directors, has approved the Merger Agreement and the transactions contemplated thereby and recommended that Continental's shareholders tender their shares of common stock pursuant to the tender offer.
- The Transaction is governed by Section 1081.H of the General Corporation Act of the State of Oklahoma and does not require a vote by the Continental's shareholders. Subject to the satisfaction of customary closing conditions, the Transaction is currently expected to close prior to December 31, 2022.