Chaparral Energy, Inc., a privately held company, and Edge Petroleum Corporation have entered into a definitive merger agreement that provides for Chaparral to acquire Edge in an all-stock transaction. Through the merger, Chaparral will become a publicly traded company.

The boards of directors of both companies have unanimously approved the merger agreement. The transaction will remain subject to Edge stockholder approval and other customary closing conditions. Chaparral’s stockholders have already voted in favor of the merger. Chaparral and Edge plan to file a proxy statement/prospectus with the Securities Exchange Commission as promptly as practical. It is anticipated that the closing of the merger will occur in the fourth quarter of this year. The merger is expected to be a tax-free transaction for existing stockholders of Edge.

Chaparral stockholders will own approximately 86 percent of the outstanding common stock of the combined company and Edge stockholders will own approximately 14 percent of the outstanding common stock of the combined company. The common stock of the combined company is expected to begin trading under the symbol “CPR” once the transaction is closed, pending listing approval from the New York Stock Exchange. Edge common stockholders will receive 0.2511 shares of Chaparral common stock for each share of Edge common stock they own.

Holders of Edge’s 5.75% cumulative convertible perpetual preferred stock will receive one share of Chaparral 5.75% Series A cumulative convertible perpetual preferred stock for each share of Edge preferred stock they own. The Chaparral Series A preferred stock will have the same terms, rights, preferences and limitations as the Edge preferred stock, subject to appropriate adjustments to reflect the merger and the exchange ratio for the Edge common stock in the merger. The merger agreement provides for Chaparral to list the Series A preferred stock on the New York Stock Exchange.

Tags: Chaparral Energy, Edge Petroleum Corporation