(Source: Hart Energy)
Kimmeridge has withdrawn a proposal to combine its Kimmeridge Texas Gas (KTG)with SilverBow Resources, ending a protracted and public kerfuffle as the E&P and investment firm gear up for a proxy fight for SilverBow in May.
Kimmeridge said on April 16 that it proposed “eight different potential strategic transactions” and at SilverBow’s invitation delivered a financed, premium proposal to combine KTG and SilverBow with an associated $500 million equity investment.
Kimmeridge said the combination would have created a pure-play Eagle Ford Shale operator with an estimated enterprise value of $3.6 billion.
“SilverBow has refused to enter into good faith negotiations or undertake substantive due diligence to assess the best path forward for unlocking value on behalf of all shareholders— necessitating the need for fresh perspectives in the boardroom,” Kimmeridge said in an April 16 press release.
Kimmeridge said that given SilverBow's lack of engagement, the investment firm sees no pathway toward a transaction by a proposed April 26 deadline.
“As a result, we are withdrawing the Proposal and will be focused on providing solutions for SilverBow's broken governance,” the firm said.
Kimmeridge, SilverBow’s largest shareholder holding 12.9% of the company’s outstanding shares, has put forward three candidates — Douglas Brooks, Carrie Fox and Katherin Minyard for shareholder consideration at SilverBow’s May 21 annual meeting.
SilverBow has said Kimmeridge’s proxy fight is an attempt to gain control of the company and force a combination between SilverBow and KTG “on terms that are unfavorable to SilverBow shareholders.”
SilverBow is promoting its own slate of independent directors: Gabriel L. Ellisor, Kathleen McAllister and Charles W. Wampler.
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