Trans Energy, Inc. has announced that it has signed a definitive agreement with EQT Corporation, whereby a wholly owned subsidiary of EQT will acquire all of the shares of Trans Energy for US$3.58 per share in cash.
This represents a premium of approximately 250% to Trans Energy's closing price on October 21, 2016 and a premium of approximately 225% to the weighted average 30-day trading price immediately preceding this announcement.
EQT expects to finance the transaction with cash on hand, and the parties expect that the transaction will close in prior to the end of 2016.
Under the terms of the agreement, the purchaser will commence a tender offer for all outstanding common stock of Trans Energy for US$3.58 per share in cash. Upon the successful completion of the tender offer, the purchaser will acquire all remaining shares of Trans Energy through a second-step merger.
The announcement follows a review undertaken by the Board of Directors to maximize stockholder value. After a thorough assessment, the Board of Directors unanimously approved the agreement and unanimously recommends that Trans Energy's stockholders tender their shares in the tender offer.
The closing of the tender offer is subject to certain conditions, including the tender of a number of Trans Energy shares that, together with shares owned by the purchaser and its affiliates, represents at least a majority of the total number of Trans Energy outstanding shares and other customary conditions. The closing is also subject to the consummation of the acquisition by EQT or an affiliate of EQT of certain properties from Republic Energy Ventures, LLC and certain of its affiliates and related entities, pursuant to a Purchase and Sale Agreement dated as of October 24, 2016 by and among EQT and the Republic Entities. Trans Energy and the Republic Entities each own interests in these properties.
Concurrently with the execution of the Merger Agreement, each of Trans Energy's directors, as well as Mark D. Woodburn and Clarence E. Smith entered into a Tender and Support Agreement with EQT and purchaser pursuant to which each such stockholder agreed, among other things, to tender its shares in the tender offer and, if necessary, to vote in favor of the merger. The shares subject to the Support Agreement comprise approximately 58% of Trans Energy's outstanding shares.
Gordian Group LLC is serving as investment banker to Trans Energy and has provided a fairness opinion to Trans Energy's Board of Directors with respect to the transaction. Haynes and Boone, LLP and Ballard Spahr, LLP are serving as Trans Energy's legal counsel.