DENVER, CO--(Marketwire - Sep 4, 2012) - Venoco, Inc. (NYSE: VQ) announced today that, based on the recommendation of a special committee of independent directors, the board of directors of Venoco has agreed to extend to noon Eastern Time on September 13, 2012 the date by which committed financing must be obtained for the merger contemplated by the merger agreement among Venoco, Timothy Marquez, Denver Parent Corporation and another affiliate of Mr. Marquez (the "Merger Agreement"). The End Date (as defined in the Merger Agreement) remains September 14, 2012.
The merger was previously approved by a majority of the outstanding shares of Venoco common stock and a majority of the votes of the common stock not owned by Mr. Marquez, his affiliates, and by directors, officers and employees of Venoco or its subsidiaries. Completion of the transaction is subject to certain closing conditions, including a financing condition and other customary conditions.
Rick Walker, chairman of the special committee of the board of directors, stated, "Mr. Marquez has delivered evidence of commitments covering all of the required financing for the merger. Drafting of definitive documentation is in progress and the special committee and its advisors will be reviewing that documentation as it becomes available. Accordingly, the special committee concluded that an extension of the Financing Date to noon Eastern Time on September 13, 2012 was appropriate."
Neither Venoco nor Denver Parent Corporation has entered into definitive agreements with respect to any aspect of the financing. Completion of the financing is subject to finalization of terms, negotiation and execution of definitive agreements, other customary conditions, including satisfactory completion of due diligence by financing sources, and, in the case of the contemplated asset sale, approval by the independent members of Venoco's Board of Directors. Accordingly, there can be no assurance that all or any part of the financing or the merger will be completed within the expected time period, on the terms contemplated or at all.
About the Company
Venoco is an independent energy company primarily engaged in the acquisition, exploitation and development of oil and natural gas properties primarily in California. Venoco operates three offshore platforms in the Santa Barbara Channel, has non-operated interests in three other platforms, operates several onshore properties in Southern California, and has extensive operations in Northern California's Sacramento Basin.
All statements in this press release except statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and these statements are subject to numerous risks and uncertainties. The closing of the merger agreement with Mr. Marquez and his affiliates is subject to a number of conditions, and those conditions may not be satisfied. All forward-looking statements are made only as of the date hereof and the company undertakes no obligation to update any such statement. Further information on risks and uncertainties that may affect the company's operations and financial performance, and the forward-looking statements made herein, is available in the company's filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.