Ram Energy Resources Units (MM) (NASDAQ:RAMEU)
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Tremisis Energy Acquisition Corporation (OTCBB: TEGY,
TEGYU, TEGYW) ("Tremisis"), a publicly held specified purpose
acquisition company, and RAM Energy, Inc. ("RAM"), a privately held
independent oil and gas company engaged in the acquisition,
exploration, exploitation and development of oil and gas properties
and the production of oil and gas, jointly announced that the
stockholders of Tremisis have approved the merger of the two
companies, that conditions to the agreement and plan of merger have
been satisfied, and that the merger has been consummated. The vote
approving the merger took place today at Tremisis' special meeting of
stockholders. In accordance with the merger agreement, Tremisis has
changed its name to RAM Energy Resources, Inc.
Tremisis expects that its common stock, warrants and units will
cease trading on the Over-the-Counter Bulletin Board and begin trading
on the Nasdaq Capital Market beginning May 9, 2006 under the symbols
RAME, RAMEW and RAMEU, respectively assigned to the newly combined
organization RAM Energy Resources, Inc.
RAM Energy Resources, Inc. will have a total of 33.3 million
shares outstanding at the close of the transaction. In connection with
the merger, 25.6 million shares of the combined organization have been
issued to stockholders of RAM plus $30 million in cash. None of the
shares of RAM Energy Resources issued to RAM shareholders may be sold
or otherwise transferred until the six-month anniversary of the
consummation of the merger, and no more than 50% of such shares may be
sold during the following six months, subject to certain exceptions.
In addition to approving the merger, Tremisis shareholders also
approved the 2006 Long-Term Incentive Plan and certain amendments to
Tremisis' certificate of incorporation, including the change of name
to RAM Energy Resources, Inc.
Larry Coben, Chairman of Tremisis Acquisition Corporation
commented, "We are extremely pleased with the affirmative vote for the
merger and the successful completion of this transaction. We thank our
stockholders for their support as well as all who worked so diligently
to ensure the success of this transaction." He added, "The merged
entity is well positioned with a strong reserve base and healthy
financial position....We are excited about the company's future
opportunities."
"The merger provides RAM an attractive route to becoming a
publicly traded company and the attendant enhanced access to the
public capital markets to support future growth," said Larry Lee,
Chairman, CEO and President of RAM Energy. "Similarly, we are pleased
that the stockholders of Tremisis were supportive of the merger,"
added Mr. Lee.
About RAM Energy, Inc.
RAM Energy, Inc. is an independent oil and gas company engaged in
the acquisition, exploration, exploitation and development of oil and
gas properties and the production of oil and gas. RAM's producing
properties are located primarily in Texas, New Mexico, Oklahoma and
on-shore Louisiana and Mississippi. Most of RAM's properties have the
potential for the development and exploitation of additional reserves.
RAM owns or has licensed 2-D or 3-D seismic data covering significant
portions of its properties. RAM also owns a significant block of
undeveloped deep rights in held-by-production leases covering the
Barnett Shale natural gas play, located northwest of Fort Worth, Texas
in Jack and Wise Counties. RAM also owns interests in approximately
2,900 wells and operates approximately 1,900 of these wells, which
represented 86% of its PV-10 value at year-end 2005 of $345.5 million.
Forward-Looking Statements
This release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements in this release,
other than statements of historical fact, that address estimates of
shares outstanding after the merger, timing of the close of the
merger, initiation of trading of shares of the combined organization
and stock trading symbol assigned by Nasdaq, future exploitation,
development and exploration activity, the pre-tax PV10 value of
estimated reserves and events or developments that the company expects
or believes are forward-looking statements. Although RAM and Tremisis
believe the expectations expressed in such forward-looking statements
are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments
may differ materially from those in the forward-looking statements.
Factors that could cause actual results to differ materially from
those in forward-looking statements ("Cautionary Statements") include
oil and gas prices, future production levels, demand for oil and gas,
future acquisitions, the effect of existing and future laws and
government regulations, continued availability of capital and
financing, and general economic, market or business conditions, as
well as other risk factors described from time to time in the combined
company's filings with the SEC. All subsequent written and oral
forward-looking statements attributable to RAM Energy Resources, Inc.,
or persons acting on RAM's behalf, are expressly qualified in their
entirety by the Cautionary Statements. RAM and Tremisis assume no
obligation to update publicly such forward-looking statements, whether
as a result of new information, future events or otherwise.