Item 8.01 Other Events.
On
Upon the terms and subject to the conditions set forth in the LOI, following the
Merger, (i) Camber shareholders would own approximately 15% of the common shares
of Camber, and Viking shareholders would own approximately 85% of the common
shares of Camber, with such percentages calculated on a fully diluted basis;
(ii) Camber would have an initial Board of Directors consisting of five members,
four of which would be appointed by Viking, and one of which would be appointed
by Camber; (iii)
The completion of the Merger would be subject to the satisfaction of specific
conditions set forth in the LOI, including the following: (i) the approval of
the Merger by Viking's and Camber's stockholders; (ii) the completion by Viking
and/or its subsidiary,
The completion of the Merger would also be subject to the parties first negotiating and executing a definitive merger agreement (the "Merger Agreement"), as well as the following customary conditions: (i) the adoption of the Merger Agreement by Viking's stockholders, and the approval by Camber's stockholders of the Merger Agreement and the issuance of shares of Camber common stock to Viking's stockholders pursuant to the Merger Agreement ("Camber Common Stock"); (ii) authorization for listing the shares of Camber Common Stock to be issued in the Merger, subject to official notice of issuance, (iii) the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required regulatory approvals; (iv) effectiveness of a registration statement on Form S-4 for the Camber Common Stock to be issued in the Merger; and (v) the absence of any law, order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal.
These conditions may not ever be satisfied, the Company may never enter into a definitive merger agreement with Viking, the Merger with Viking may never be consummated, and even if it is, it may not be consummated on the terms described therein.
The foregoing description of the LOI does not purport to be complete and is
qualified in its entirety by reference to the full text of the LOI, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The LOI
is included with this filing only to provide investors with information
regarding the terms of the LOI, and not to provide investors with any factual
information regarding Viking or Camber, their respective affiliates or their
respective businesses. The LOI should not be read alone, but should instead be
read in conjunction with the other information regarding Viking, Camber, their
respective affiliates or their respective businesses, the LOI and the Merger
that will be contained in, or incorporated by reference into, the Current Report
on Form 8-K that will include a copy of any definitive Merger Agreement, the
Registration Statement on Form S-4 that will include any joint proxy statement
of the Company and Viking and a prospectus of Camber, as well as in the Forms
10-K, Forms 10-Q and other filings that each of Viking and Camber make with the
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 99.1 Letter of Intent, dated as ofJanuary 23, 2020 , by and between Viking Energy Group, Inc., andCamber Energy, Inc. 99.2 Joint Press Release of Viking Energy Group, Inc. andCamber Energy, Inc. , issued onJanuary 24, 2020 Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "would," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the parties never entering into a definitive merger agreement, the right of one or both of Viking or Camber to terminate the merger agreement even if entered into; the outcome of any legal proceedings that may be instituted against Viking, Camber or their respective directors; the ability to obtain regulatory approvals and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals required for the merger are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by Viking stockholders and Camber stockholders on the expected schedule; difficulties and delays in integrating Viking's and Camber's businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; risks that the transaction disrupts Viking's or Camber's current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the ability of Camber to redeem or otherwise extinguish all of its existing Series C Preferred Stock, or come to an understanding/agreement with its Series C Preferred Stock holder to fix the number of shares of common stock issued or issuable to such Series C Preferred Stock holder; the ability of Viking or Camber to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the merger; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which Viking and Camber operate; and the fact that Viking's and Camber's reported earnings and financial position may be adversely affected by tax and other factors.
Other important factors that may cause actual results and outcomes to differ
materially from those contained in the forward-looking statements included in
this communication are described in Viking's and Camber's publicly filed
reports, including, but not limited to, Viking's Annual Report on Form 10-K for
the year ended
Viking and Camber caution that the foregoing list of important factors is not complete, and they do not undertake to update any forward-looking statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Viking, Camber or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.
Additional Information and Where to Find It
In connection with the proposed merger, Camber will file with the
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants in the Solicitation
Viking, Camber and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
respective stockholders of Viking and Camber in respect of the proposed merger
under the rules of the
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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