Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) and Blue Ridge Mountain Resources, Inc. (OTCPK: BRMR) (“Blue Ridge”) today announced that the stockholders of Blue Ridge, through the delivery of written consents, have adopted the definitive merger agreement under which Eclipse Resources and Blue Ridge will combine in an all-stock transaction (the “Transaction”) and approved the merger and the other transactions contemplated by the definitive merger agreement.
Image: Onshore drilling. Photo: courtesy of Stuart Miles/Freedigitalphotos.net.
The Transaction has now been approved by the boards of directors and stockholders of each company. Because Blue Ridge has received stockholder written consents sufficient to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, all stockholder written consents received by Blue Ridge have become irrevocable.
Additionally, Blue Ridge has received requests from holders of the requisite percentage of outstanding Blue Ridge common stock to cause the Transaction to be a “drag transaction” for purposes of the Blue Ridge stockholders agreement. As a result, Blue Ridge’s stockholders will be required to take or refrain from taking certain actions, in each case, in furtherance of the completion of the Transaction.
As previously disclosed, Blue Ridge stockholders will receive consideration consisting of 4.4259 shares of Eclipse Resources common stock for each share of Blue Ridge common stock, before adjustment for a 15-to-1 reverse stock split of Eclipse Resources common stock to be effected concurrently with closing of the Transaction. Upon completion of the merger, Eclipse Resources will change its name to Montage Resources Corporation, and thereafter the Eclipse Resources common stock will trade on the New York Stock Exchange under the symbol “MR”.
The closing of the Transaction remains subject to customary closing conditions. Eclipse Resources and Blue Ridge expect that the Transaction will be completed during the last week of February 2019.
Source: Company Press Release