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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PYR ENERGY CORPORATION
(Name of Subject Company (Issuer))
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SAMSON INVESTMENT COMPANY
(Names of Filing Persons (Offeror))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
693677106
(CUSIP Number of Class of Securities)
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ANNABEL M. JONES
ASSISTANT GENERAL COUNSEL - CORPORATE AFFAIRS
SAMSON INVESTMENT COMPANY
TWO WEST SECOND STREET
TULSA, OKLAHOMA 74103
(918) 591-1006
WITH A COPY TO:
R. SCOTT COHEN
WEIL, GOTSHAL & MANGES LLP
200 CRESCENT COURT, SUITE 300
DALLAS, TX 75201
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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CALCULATION OF FILING FEE*
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Transaction Valuation Amount of Filing Fee
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Not Applicable Not Applicable
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* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a
tender offer.
[_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: ____________ Filing Party: ____________
Form or Registration No.: ____________ Date Filed: ____________
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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Samson Investment Company issued the following press release on March 20,
2007:
FOR IMMEDIATE RELEASE
Contact:
Dennis R. Neill
Senior Vice President - Samson Investment Company
Telephone (918) 591-1010
SAMSON ANNOUNCES ITS INTENT TO LAUNCH CASH TENDER OFFER FOR PYR ENERGY
CORPORATION FOR $1.21 PER SHARE
Tulsa, Oklahoma, March 20, 2007 - Samson Investment Company today
announced its intention to commence a cash tender offer to purchase 100% of the
outstanding shares of Pyr Energy Corporation (AMEX: PYR) common stock at an
offer price of $1.21 per share, or approximately $46 million in the aggregate.
Samson's offer represents a premium of approximately 29% over PYR's closing
stock price of $0.94 on Friday, January 26, 2007, the last trading day preceding
the public disclosure of Samson's initial acquisition proposal, and a premium of
approximately 17% over PYR's closing price of $1.03 on Monday, March 19, 2007.
As a consequence of the foregoing, Samson has formally withdrawn its
prior $1.23 per share acquisition proposal submitted by Samson to PYR on January
29, 2007. The reasons for Samson's reduction in the offer price from $1.23 to
$1.21 per share are set forth in the letter included below.
Samson's $1.21 per share offer includes a value for PYR's interest in
the currently-drilling Nome-Harder No. 1 well, operated by Samson in Jefferson
County, Texas. To the extent that actual data for the well differs from Samson's
estimates, Samson's $1.21 per share offer for PYR's stock will be revised, as
more fully described in the letter below.
C. Philip Tholen, Executive Vice President of Samson, said "In light of
our inability to make meaningful progress with the PYR board of directors over
the past 50 days, we have concluded that both our interests and the interests of
PYR's stockholders would be better served by the submission of our offer
directly to PYR's stockholders. We believe that the PYR stockholders should have
the option to choose a transaction providing them with the greatest value and
this offer will provide them the opportunity to make their views known."
In connection with this announcement, Samson delivered the following
letter to PYR management:
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March 20, 2007
Mr. Kenneth R. Berry, Jr.
Chief Executive Officer
1675 Broadway, Suite 2450
Denver, CO 80202
Board of Directors
Pyr Energy Corporation
1675 Broadway, Suite 2450
Denver, CO 80202
Gentlemen:
In light of our inability to achieve any meaningful progress in our
discussions regarding Samson Investment Company's ("Samson") acquisition
proposal, Samson is announcing today that it intends to commence a tender
offer to purchase 100% of the outstanding common stock of PYR for $1.21
per share in cash. The transaction is valued at approximately $46 million,
plus the assumption of PYR's debt.
This $1.21 per share offer represents significant value for PYR
stockholders, reflecting a premium of approximately 29% over PYR's closing
stock price on January 26, 2007, the last trading day prior to the public
announcement of Samson's initial acquisition proposal, and a premium of
approximately 17% over PYR's most recent closing price. We believe that
PYR's stockholders will find our $1.21 per share cash offer attractive and
will seize the opportunity to maximize the value of their investment at a
substantial premium to PYR's market price.
As you are aware, Samson submitted its first acquisition proposal to
PYR by letter dated January 29, 2007 at a price per share of $1.23. Again,
at our meeting in C.K. Cooper's offices on February 21, 2007, I reaffirmed
the $1.23 per share price based on quick timing and an agreed-to deal.
Since we have neither quick timing nor an agreement, Samson's offer must
be reduced for the following specific reasons:
a. The ongoing excessive level of PYR's overhead.
b. The unnecessary incremental fees and expenses being incurred
by PYR as a result of its failure to conduct an efficient sale
process.
c. Additional dilutive stock options issued by PYR.
d. The sale of PYR's Ryckman Creek properties at a price
substantially below the value used by Samson in its initial
offer to acquire PYR's stock.
Samson's $1.21 per share offer includes a value for PYR's interest
in the currently-drilling Nome-Harder No. 1 well, operated by Samson in
Jefferson County, Texas. The value included for the Nome-Harder No. 1 was
determined before the actual drilling results are known and was based on a
very high probability of success and using a present value discount
applicable to an already producing well. PYR owns a 4.16667% working
interest in this well, with its net revenue interest reduced by royalties
and the current 50% Venus Net Profits Interest. We anticipate that the
well will certainly be logged, and quite possibly completed, prior to the
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expiration of Samson's tender offer. To the extent that actual data for
the Nome-Harder No. 1 well differs from Samson's estimates, Samson's $1.21
per share offer for PYR's stock will be revised.
No further Samson Board approvals are required in order to
consummate the acquisition. We will fund the acquisition strictly from
working capital and have been advised by counsel that there are no
material regulatory approvals required for this transaction. Elimination
of the principal obstacles to completion of this transaction are solely in
the control of the PYR board of directors. Once PYR removes these
impediments, we are confident that the transaction will be quickly
consummated.
In light of the foregoing, Samson hereby formally withdraws the
acquisition proposal to acquire the entire company submitted to you on
January 29, 2007, as well as the alternative proposal, submitted to you on
February 26, 2007 at your request (as clarified by a series of emails
between Samson and C.K. Cooper between March 2 and 5, 2007), for the
purchase by Samson of PYR's Jefferson County, Texas properties.
Very truly yours,
SAMSON INVESTMENT COMPANY
/s/ C. Philip Tholen
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C. Philip Tholen
Executive Vice President
The offer, when commenced, will be subject to various conditions,
including (i) that the PYR shares tendered and not withdrawn, together with PYR
shares already owned by Samson and its subsidiaries, represent not less than two
thirds of the outstanding PYR shares, determined on a fully diluted basis, (ii)
that the PYR board of directors has taken all actions necessary to render the
PYR shareholder rights plan inapplicable to the transaction, (iii) that Samson
nominees constitute a majority of the PYR board of directors upon consummation
of the offer, (iv) that the PYR board of directors has taken all actions
necessary to exempt the transaction from the applicable provisions of the
Maryland anti-takeover statutes, (v) the acceleration of the maturity date of
PYR's convertible promissory notes in the approximate principal amount of $7.3
million to the date immediately preceding the contemplated second-step merger,
and (vi) other customary conditions. The offer will not be subject to receipt of
financing. The offer price will be funded from Samson's cash on hand. No
material regulatory requirements are anticipated.
Following consummation of the tender offer, Samson intends to consummate a
second-step merger in which all remaining PYR stockholders would receive the
same cash price paid in the tender offer.
The complete terms and conditions of the tender offer will be contained in
the Offer to Purchase included in the tender offer statement that Samson will
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file with the United States Securities and Exchange Commission. The Offer to
Purchase will also be mailed to PYR's stockholders.
Samson Investment Company, headquartered in Tulsa, Oklahoma, is a large
privately held corporation engaged in oil and gas exploration, acquisition and
production operations in 18 states in the United States, Canada, and the North
Sea. Samson's tender offer statement and related press releases can be found at
www.samson.com when available.
Weil, Gotshal & Manges LLP and Hogan & Hartson LLP are acting as legal
counsel to Samson. Innisfree M&A Incorporated is acting as Information Agent.
IMPORTANT LEGAL INFORMATION
This press release is for informational purposes only and is not an offer
to purchase or the solicitation of an offer to sell any shares. Any offers to
purchase or solicitation of offers to sell PYR common stock will only be made
pursuant to the tender offer statement (including the offer to purchase, the
letter of transmittal and other offer documents), which will be filed with the
Securities and Exchange Commission ("SEC").
PYR STOCKHOLDERS ARE URGED TO READ SAMSON'S TENDER OFFER STATEMENT AND
OTHER DISCLOSURE DOCUMENTS REGARDING THE PROPOSED TRANSACTION THAT WILL BE FILED
WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
PYR STOCKHOLDERS MAY OBTAIN FREE COPIES OF THESE DOCUMENTS, WHEN THEY BECOME
AVAILABLE, AT THE SEC'S WEB SITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A
INCORPORATED, THE INFORMATION AGENT FOR THE OFFER, AT (888) 750-5834 (TOLL FREE
FROM THE U.S. AND CANADA).