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KCS Kcs Energy

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Share Name Share Symbol Market Type
Kcs Energy NYSE:KCS NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Petrohawk Energy Announces Completion of KCS Merger

12/07/2006 8:52pm

Business Wire


K C S Energy (NYSE:KCS)
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Petrohawk Energy Corporation (NASDAQ:HAWK) ("Petrohawk" or the "Company") announced today that Petrohawk and KCS Energy, Inc. (NYSE:KCS) ("KCS") held their respective stockholder meetings at which stockholders of each company approved the agreement and plan of merger that provides for the merger of KCS and Petrohawk. Upon the closing of the transaction, which also occurred today, KCS stockholders became entitled to receive a combination of $9.00 in cash and 1.65 shares of Petrohawk common stock for each share of KCS common stock. At the time of the merger, there were 50,036,576 shares of KCS common stock outstanding that will be converted into 82,560,350 shares of Petrohawk common stock. In addition, each holder of a restricted share of KCS common stock became entitled to receive 2.3706 restricted shares of Petrohawk common stock. In total, Petrohawk will issue 83,828,085 common shares and pay $450.3 million in cash as consideration to the KCS stockholders. Immediately prior to the closing of the merger, Petrohawk had 83,643,040 common shares outstanding. The Company now has 167,471,125 common shares outstanding. KCS stockholders will receive written instructions from Petrohawk's exchange agent, American Stock Transfer & Trust Company, for exchanging their shares of KCS common stock for the merger consideration. The exchange and transmittal process is expected to begin promptly. Questions concerning the process should be directed to American Stock Transfer & Trust Company, at its toll free number 800-937-5449. Current Petrohawk stockholders will retain their existing shares. Petrohawk believes the transaction positions the Company as one of the top independent exploration and production companies in the U.S. with estimated proved reserves of approximately 1 Tcfe and current daily production of over 300 Mmcfe per day. Petrohawk believes the combination creates one of the most concentrated and high impact set of domestic oil and natural gas assets among independent E&P companies. Petrohawk Energy Corporation is an independent oil and gas company engaged in the acquisition, development, production and exploration of natural gas and oil properties located in North America. Petrohawk's properties are concentrated in the East Texas/North Louisiana, Gulf Coast, Permian Basin, Anadarko and Arkoma regions. -0- *T For more information please refer to Petrohawk's website at www.petrohawk.com or contact: Shane M. Bayless Joan Dunlap (832) 204-2727 (832) 204-2737 sbayless@petrohawk.com jdunlap@petrohawk.com *T Additional Information for Investors This press release contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995, based on Petrohawk's current expectations and include statements regarding estimates of future production, the quality and nature of its asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, 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). Statements concerning oil and gas reserves also may be deemed to be forward looking statements in that they reflect estimates based on certain assumptions that the resources involved can be economically exploited. 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 problems may arise in the integration of the businesses of the two companies; the possibility the combined company may be unable to achieve cost-cutting objectives; the risks of the oil and gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather such as hurricanes and other natural disasters); uncertainties as to the availability and cost of financing; fluctuations in oil and gas prices; inability to realize expected value from acquisitions, inability of our management team to execute its plans to meet its goals, shortages of drilling equipment, oil field personnel and services, unavailability of gathering systems, pipelines and processing facilities and the possibility that government policies may change or governmental approvals may be delayed or withheld. Additional information on these and other factors which could affect either companies' operations or financial results are included in Petrohawk's other reports on file with the United States Securities and Exchange Commission. Forward-looking statements are based on the estimates and opinions of Petrohawk's management at the time the statements are made. Petrohawk assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

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