Whiting Petroleum Stockholders Approve Acquisition of Kodiak Oil & Gas

Whiting Petroleum Corporation (NYSE: WLL) (“Whiting”) today announced that, at Whiting’s special meeting of stockholders held earlier today, Whiting stockholders overwhelmingly approved the issuance of Whiting common stock required for Whiting to acquire Kodiak Oil & Gas Corp. (NYSE: KOG) (“Kodiak”) in an all-stock transaction. Approximately 78.5% of the outstanding shares of Whiting common stock voted, and of those outstanding shares that voted, approximately 98.8% voted in favor of the issuance of common stock to acquire Kodiak.

Separately, the shareholders and securityholders of Kodiak also today approved proposals related to the transaction at a special meeting of Kodiak securityholders.

Kodiak will apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on December 4, 2014. Assuming receipt of court approval and the satisfaction or waiver of all other conditions to closing, Whiting expects that the Arrangement will close on December 8, 2014.

“We are pleased with the outcome of today’s special meetings, and I thank Whiting stockholders for their strong support,” said James Volker, Whiting’s Chairman, President and Chief Executive Officer. “The Board firmly believes that the combination of Whiting and Kodiak is in the best interests of both companies and our respective stakeholders, and we look forward to completing the transaction expeditiously.”

As previously announced on July 13, 2014, Whiting and Kodiak entered into a definitive agreement pursuant to which Whiting will acquire Kodiak in an all-stock transaction.

About Whiting

Whiting, a Delaware corporation, is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain and Permian Basin regions of the United States. The Company’s largest projects are in the Bakken and Three Forks plays in North Dakota, the Niobrara play in northeast Colorado and its Enhanced Oil Recovery (“EOR”) field in Texas. The Company trades publicly under the symbol “WLL” on the New York Stock Exchange. For further information, please visit http://www.whiting.com.

Forward-Looking Statements

This press release contains statements that Whiting believes to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without limitation, statements regarding the anticipated completion of the proposed transaction or the timing thereof, are forward-looking statements. When used in this press release, words such as we “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “should” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements.

These risks and uncertainties include, but are not limited to: the ability to obtain court approval of the proposed transaction; the ability to complete the proposed transaction on anticipated terms and timetable; Whiting’s and Kodiak’s ability to integrate successfully after the transaction and achieve anticipated benefits from the proposed transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived; risks relating to any unforeseen liabilities of Whiting or Kodiak; declines in oil, NGL or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploration and development expenditures; the ability to obtain sufficient quantities of CO2 necessary to carry out EOR projects; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base under our amended credit agreement; ability to generate sufficient cash flows from operations to meet the internally funded portion of our capital expenditures budget; ability to obtain external capital to finance exploration and development operations and acquisitions; federal and state initiatives relating to the regulation of hydraulic fracturing; the ability to identify and complete acquisitions and to successfully integrate acquired businesses; unforeseen underperformance of or liabilities associated with acquired properties; the ability to successfully complete potential asset dispositions and the risks related thereto; the impacts of hedging on results of operations; failure of properties to yield oil or gas in commercially viable quantities; availability of, and risks associated with, transport of oil and gas; shortages of or delays in obtaining qualified personnel or equipment, including drilling rigs and completion services; uninsured or underinsured losses resulting from oil and gas operations; inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws and regulations governing oil and gas operations; ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; competition in the oil and gas industry; and other risks described under the caption “Risk Factors” in Whiting’s and Kodiak’s Annual Reports on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarter ended September 30, 2014. Whiting and Kodiak assume no obligation, and disclaim any duty, to update the forward-looking statements in this press release.

Contacts:

Whiting
Eric Hagen
303-390-4051
eric.hagen@whiting.com
or
Media
Andrew Siegel / Jon Keehner
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

Data & News supplied by www.cloudquote.io
Stock quotes supplied by Barchart
Quotes delayed at least 20 minutes.
By accessing this page, you agree to the following
Privacy Policy and Terms and Conditions.