LONESTAR RESOURCES US INC. Item 7.01. Regulation FD Disclosure.
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The foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1 that is provided solely in connection with Regulation FD.
No Offer or Solicitation
This communication relates to a proposed merger (the "Merger") between
Important Additional Information
In connection with the Merger, Penn Virginia will file with the
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Participants in the Solicitation
Lonestar, Penn Virginia, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Merger.
Information regarding Lonestar's directors and executive officers is contained
in Lonestar's 2020 Annual Report on Form 10-K/A filed with the
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Merger by reading the joint proxy statement/consent solicitation statement/prospectus regarding the Merger when it becomes available. You may obtain free copies of this document as described above.
Forward-Looking Statements and Cautionary Statements
The foregoing contains "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. All statements, other than statements of historical fact,
included in this communication that address activities, events or developments
that Lonestar or Penn Virginia expects, believes or anticipates will or may
occur in the future are forward-looking statements. Words such as "may,"
"assume," "forecast," "position," "predict," "strategy," "expect," "intend,"
"plan," "estimate," "anticipate," "believe," "project," "budget," "potential,"
or "continue," and similar expressions are used to identify forward-looking
statements. They can be affected by assumptions used or by known or unknown
risks or uncertainties. Consequently, no forward-looking statements can be
guaranteed. However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking statements include,
but are not limited to, statements regarding the Merger, pro forma descriptions
of the company and its operations following the Merger, integration and
transition plans, anticipated cost savings, tax benefits and synergies,
opportunities and anticipated future performance. There are a number of risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this communication. These include the
expected timing and likelihood of completion of the Merger, including the
timing, receipt and terms and conditions of any required governmental and
regulatory approvals of the Merger that could reduce anticipated benefits or
cause the parties to abandon the Merger, the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger
agreement, the possibility that stockholders of Lonestar or Penn Virginia may
not approve the Merger, the risk that the parties may not be able to satisfy the
conditions to the Merger in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due to the
Merger, the risk that any announcements relating to the Merger could have
adverse effects on the market price of Penn Virginia's or Lonestar's common
stock, the risk that the Merger and its announcement could have an adverse
effect on the ability of Lonestar and Penn Virginia to retain and hire key
personnel, on the ability of Lonestar to attract third-party customers and
maintain its relationships with joint venture counterparties and on Lonestar's
operating results and businesses generally, including the ongoing COVID-19
Pandemic, the risk the pending Merger could distract management of both entities
and they will incur substantial costs, the risk that problems may arise in
successfully integrating the companies, which may result in the companies not
operating as effectively and efficiently as expected following the Merger, the
risk that the parties may be unable to achieve the anticipated benefits or any
other synergies from the Merger or that it may take longer than expected to
achieve those benefits and synergies and other important factors that could
cause actual results to differ materially from those projected. All such factors
are difficult to predict and are beyond Penn Virginia's or Lonestar's control,
including those detailed in Penn Virginia's annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K that are
available on its website at https://www.ir.pennvirginia.com/ and on the
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at http://www.sec.gov. All forward-looking statements are based on assumptions that Penn Virginia or Lonestar believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Penn Virginia and Lonestar undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1* Joint Press Release, datedJuly 12, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith. 4
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