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Published on 6/13/2007 in the Prospect News Special Situations Daily.

Forest Oil to pay $750 million in cash in merger with Houston Exploration

By Lisa Kerner

Charlotte, N.C., June 13 - Forest Oil Corp. said it expects its merger consideration for Houston Exploration Co. to include roughly $750 million in cash and about 24 million shares of Forest Oil common stock.

Houston Exploration stockholders who elected to receive cash or did not make an election in the tender offer ended June 5, or holders of some 10.85% of the total outstanding Houston Exploration shares, will receive $60.0239 per share.

Stockholders electing to receive their consideration in the form of Forest Oil stock, or holders of about 89.15% of Houston Exploration's outstanding shares, are subject to proration procedure and will receive 0.9422 of a share of Forest Oil common stock and roughly $22.1397 in cash.

At the close of business on June 5, there were 28,559,499 shares of Houston Exploration common stock outstanding, a company news release stated.

The exchange agent expects to begin delivering the cash and stock consideration on June 14.

Under the companies' agreement, Forest Oil will acquire 100% of the outstanding stock of Houston Exploration in a stock and cash transaction valued at about $1.5 billion including debt.

At the time the agreement was announced, Houston Exploration shareholders were slated to receive 0.84 of a share of Forest Oil common stock and $26.25 in cash for each share of Houston Exploration common stock for total consideration of roughly $52.47 per share.

Houston Exploration is an independent natural gas and crude oil producer based in Houston. Denver-based Forest Oil is engaged in the acquisition, exploration, development and production of natural gas and crude oil primarily in North America.


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