K C S Energy (NYSE:KCS)
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Petrohawk Energy Corporation (NASDAQ:HAWK) ("Petrohawk")
and KCS Energy, Inc. (NYSE:KCS) ("KCS") today announced that each
company will hold separate stockholders meetings on Wednesday, July
12, 2006, related to the proposed merger of the two companies
announced April 21, 2006. The Petrohawk and KCS stockholder meetings
will be held at the Hotel Derek in Houston, Texas, with KCS's meeting
beginning at 10:00 a.m. CDT and Petrohawk's meeting beginning at 11:00
a.m. CDT.
At the meetings, KCS and Petrohawk stockholders will vote on a
proposal to approve the merger of KCS with and into Petrohawk. If
approved, Petrohawk will be the surviving entity. In connection with
the merger, Petrohawk stockholders will also vote on a proposal to
amend Petrohawk's certificate of incorporation to increase the number
of authorized shares of common stock to 300 million. Subject to the
approval of these proposals, and satisfaction of other customary
conditions, including expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Petrohawk and
KCS expect to complete the merger within five business days following
the stockholders meetings.
Proxy statements and related materials for the respective
companies will be mailed on approximately June 5, 2006 to all
stockholders of Petrohawk and KCS as of May 30, 2006, the record date
for the meetings. Stockholders may also obtain a copy of these
materials and information on voting procedures by contacting Georgeson
Shareholder Communications, Inc. at 800-279-7074.
Petrohawk Energy Corporation is an independent oil and gas company
engaged in the acquisition, development, production and exploration of
natural oil and gas properties located in North America. Petrohawk's
properties are concentrated in the East Texas/North Louisiana, Gulf
Coast, South Texas, Permian Basin, Anadarko and Arkoma regions.
KCS is an independent oil and gas company engaged in the
acquisition, exploration, development and production of natural gas
and oil properties primarily located in the Mid-Continent and onshore
Gulf Coast regions of the United States. KCS also has interests in
producing properties in Michigan, California, Wyoming and offshore
Gulf of Mexico.
Additional Information for Investors
This press release contains forward-looking information regarding
Petrohawk and KCS that is intended to be covered by the safe harbor
"forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. All statements included in this press
release that address activities, events or developments that Petrohawk
and KCS expect, believe or anticipate will or may occur in the future
are forward-looking statements. These often, but not always, are
identified by using words such as "expects", "anticipates", "plans",
"estimates", "potential", "possible", "probable", or "intends", or
stating that certain actions, events or results "may", "will",
"should", or "could" be taken, occur or be achieved). Forward-looking
statements are based on current expectations, estimates and
projections that involve a number of risks and uncertainties, which
could cause actual results to differ materially from those reflected
in the statements. These risks include, but are not limited to the
possibility that the companies may be unable to obtain stockholder or
other approvals required for the merger Additional information on
risks and other factors which could affect either companies'
operations or financial results are included in the companies' other
reports on file with the United States Securities and Exchange
Commission. Forward-looking statements are based on the estimates and
opinions of both companies' management at the time the statements are
made. Neither Petrohawk nor KCS assume any obligation to update
forward-looking statements should circumstances or management's
estimates or opinions change.
Additional Information About the Transaction and Where to Find It:
Petrohawk has filed a registration statement on Form S-4
(Registration Number 333-134235) with the SEC that contains a
prospectus and a joint proxy statement regarding the proposed
transaction. Investors and security holders of Petrohawk and KCS are
urged to read the definitive joint proxy statement/prospectus and any
other relevant materials filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain important
information about Petrohawk, KCS and the proposed transaction.
Investors and security holders may obtain these documents free of
charge at the SEC's website at www.sec.gov. In addition, materials
filed with the SEC by Petrohawk may be obtained free of charge from
Petrohawk's website at www.petrohawk.com. Materials filed with the SEC
by KCS may be obtained free of charge from KCS's website at
www.kcsenergy.com.
Petrohawk, KCS and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Petrohawk and KCS in favor of the
proposed transaction. Information about the executive officers and
directors of Petrohawk and their direct or indirect interests, by
security holdings or otherwise, in the proposed transaction are set
forth in the joint proxy statement/prospectus relating to the proposed
transaction. Information about the executive officers and directors of
KCS and Petrohawk and their direct or indirect interests, by security
holdings or otherwise, in the proposed transaction are set forth in
the joint proxy statement/prospectus relating to the proposed
transaction.