Chesapeake Energy Corporation (NYSE:CHK) and Bronco Drilling Company, Inc. (NASDAQ: BRNC) today announced that they have entered into a memorandum of understanding on May 17, 2011 as to the key terms of the settlement agreement in connection with the putative consolidated class action, captioned In Re: Bronco Drilling Company, Inc. Shareholder Litigation (Consolidated C.A. No. 6398-VCP), pending in the Court of Chancery of the State of Delaware.
Pursuant to the memorandum of understanding, Chesapeake and Bronco have entered into an amendment to the pending merger agreement and Nomac Acquisition, Inc., Chesapeake’s indirect wholly owned subsidiary, has extended its cash tender offer to purchase all outstanding shares of common stock of Bronco. The cash tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Monday, May 23, 2011 and will now expire at 12:00 midnight, New York City time, on Tuesday, May 31, 2011, unless further extended in accordance with the merger agreement, applicable rules and regulations and the procedures described in the Offer to Purchase. Pursuant to the cash tender offer, Nomac Acquisition, Inc. is offering to purchase all outstanding Bronco shares for $11.00 per share in cash, without interest and less any required withholding taxes.
The extension of the tender offer will afford Bronco stockholders additional time to receive and consider supplemental disclosures in the Schedule 14D-9 filed by Bronco today in connection with the memorandum of understanding. Accordingly, unless further extended, the tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on Tuesday, May 31, 2011. The tender offer remains subject to satisfaction of other customary closing conditions described in the Offer to Purchase.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and related Letter of Transmittal that have been sent to holders of Bronco common stock. Copies of the Offer to Purchase and Letter of Transmittal may be obtained at no charge from the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885 (toll-free) or (212) 929-5500 (collect). Additionally, any questions related to the tender offer may be directed to MacKenzie Partners, Inc. at the telephone numbers provided above.