This Day On The Street
Continue to site right-arrow
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Mesa Energy And Armada Oil Execute Definitive Agreement For Business Combination

Stocks in this article: AOIL MSEH

Armada Oil, Inc. (OTCBB: AOIL) (“ Armada Oil”) and Mesa Energy Holdings, Inc. (OTCBB: MSEH) (“ Mesa Energy”) today announced that they have entered into a definitive asset purchase agreement and plan of reorganization pursuant to which Armada Oil will acquire substantially all of the assets of Mesa Energy and in return assume the liabilities of Mesa Energy specified in the purchase agreement and issue and distribute, in connection with Mesa Energy’s contemplated plan of dissolution and liquidation, 0.40 shares of its common stock to the stockholders of Mesa Energy for each Mesa Energy common share owned by such stockholder as of the closing of the transaction (collectively, the “Proposed Transaction”). The Proposed Transaction is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code and to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.

On October 3 rd, 2012, Armada Oil and Mesa Energy announced their execution of a non-binding letter of intent to pursue a possible business combination, with a share distribution ratio of 0.325 shares of Armada Oil common stock for each Mesa Energy common share. The distribution ratio increased from 0.325 to 0.40 shares of Armada Oil common stock for every share of Mesa Energy due to further due diligence by and negotiations between the companies.

The modified distribution ratio of 0.40 represents an approximately 135% premium to Mesa Energy’s closing price of $0.14 on November 14 th, 2012 (and based on the closing of price of Armada Oil’s common stock on that date) and a 188% premium to Mesa’s Energy’s closing price of $0.168 on October 3 rd, 2012 (and based on the closing of price of Armada Oil’s common stock on that date).

Upon completion of the Proposed Transaction, the stockholders of Mesa Energy will own approximately 62.4% and stockholders of Armada Oil will own approximately 37.6% of the combined company common stock (each on an actual basis, without giving effect to exercise or vesting of any options, warrants or employee restricted stock awards). Armada Oil will assume all outstanding Mesa Energy options, warrants and employee restricted stock awards adjusted by the same distribution ratio. Following the closing of the Proposed Transaction, Mesa Energy will be dissolved and Armada Oil will relocate its headquarters to Dallas, Texas.

1 of 5

Select the service that is right for you!

Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!


DOW 17,959.44 +154.64 0.87%
S&P 500 2,078.54 +7.89 0.38%
NASDAQ 4,781.4240 +16.0440 0.34%

Brokerage Partners

Rates from

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs