Filed by Lonestar Resources US Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Lonestar Resources US Inc.
Commission File No.: 001-37670
Dear Lonestar Employees -
I wanted to be the first to tell you that Lonestar has entered into a merger agreement with Penn Virginia Corporation under which Penn Virginia will acquire Lonestar in an all-stock transaction. There will be a press release announcing the merger later tonight. The Board views the merger with Penn Virginia as best for our shareholders, whom we all serve. The combined company will have scale, a balance sheet and liquidity that it might have taken Lonestar years to accomplish and will provide our shareholders with a public entity with a much larger equity market capitalization and trading volume. I will hold a meeting for the office employees in the Board room at 8 AM tomorrow to discuss all of this in detail with you, and I will set up a call with Rod and the field employees when we figure out those logistics. Additionally, Jordan and I will be meeting with each of you in the near future to discuss the transition plan and your benefits that result from this merger.
Looking forward, my best guess is that the merger will close by the fourth quarter of 2021. In the meantime, we will continue to do our business professionally and to the best of our abilities.
On a personal note, I am incredibly proud of the team of people we have at Lonestar: we have outstanding talent in every department that comes together to spend our shareholders money admirably; we have a work hard/play hard culture that I think is unique, and each of you has played a role in creating this culture; lastly, Lonestar is a group of terrific human beings, and being your CEO has been the proudest part of my professional career.
Regards,
Frank D. Bracken, III
Chief Executive Officer
*******
No Offer or Solicitation
This communication relates to a proposed merger (the “Merger”) between Lonestar Resources US Inc. (“Lonestar”) and Penn Virginia Corporation (“Penn Virginia”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information
In connection with the Merger, Penn Virginia will file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, that will include a joint proxy statement/consent solicitation statement of Penn Virginia and Lonestar and a prospectus of Penn Virginia. The Merger will be submitted to Penn Virginia’s stockholders and Lonestar’s stockholders for their consideration. Lonestar and Penn Virginia may also file other documents with the SEC regarding the Merger. The definitive joint proxy statement/consent solicitation statement/prospectus will be sent to the stockholders of Penn Virginia and Lonestar. This document is not a substitute for the registration statement and joint proxy statement/consent solicitation statement/prospectus that will be filed with the SEC or any other documents that Lonestar or Penn Virginia may file with the SEC or send to stockholders of Penn Virginia in connection with the Merger. INVESTORS AND SECURITY HOLDERS OF LONESTAR AND PENN VIRGINIA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/consent solicitation statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Lonestar or Penn Virginia through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Lonestar will be made available free of charge on Lonestar’s website at https://www.lonestarresources.com/investor-relations/, under the heading “SEC Filings,” or by directing a request to Investor Relations, Lonestar Resources US Inc., 111 Boland Street, Suite 300, Fort Worth, TX 76107, Tel. No. (817) 921 1889. Copies of documents filed with the SEC by Penn Virginia will be made available free of charge on Penn Virginia’s website at https://www.ir.pennvirginia.com/ or by directing a request to Investor Relations, Penn Virginia Corporation, 16285 Park Ten Place, Suite 500, Houston, TX 77084, Tel. No. (713) 722 6500.
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 SEC on April 30, 2021, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing Lonestar’s website at https://www.lonestarresources.com/investor-relations/. Information regarding Penn Virginia’s executive officers and directors is contained in the proxy statement for the Penn Virginia’s Annual Meeting of Stockholders filed with the SEC on April 7, 2021 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing the Penn Virginia’s website at https://www.ir.pennvirginia.com/.
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 SEC’s website at http://www.sec.gov, and those detailed in Lonestar’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Lonestar’s website at https://www.lonestarresources.com/investor-relations/ and on the SEC’s website 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.
