EXHIBIT (a)(13)
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FOR IMMEDIATE RELEASE
PYR ENERGY AND SAMSON ENTER INTO DEFINITIVE MERGER AGREEMENT
FOR ACQUISITION OF PYR ENERGY AT $1.30 PER SHARE
SAMSON EXTENDS TENDER OFFER UNTIL MAY 24, 2007
Denver, Colorado and Tulsa, Oklahoma, April 23, 2007 - PYR Energy
Corporation (AMEX:PYR) and Samson Investment Company today announced that they
have entered into a definitive merger agreement pursuant to which Samson
Acquisition Corp., a wholly owned Samson subsidiary, will amend its existing
tender offer for all of the outstanding shares of PYR common stock to increase
its cash offer price to $1.30 per share. Under the terms of the merger
agreement, following completion of the tender offer, all remaining outstanding
shares of PYR common stock will be cancelled and converted into $1.30 cash per
share, without interest, and Samson Acquisition Corp. will be merged with and
into PYR. Consummation of the tender offer and merger are subject to customary
closing conditions.
An amended offer to purchase describing the terms and conditions of the
amended offer, as provided in the merger agreement, and related letters of
transmittal will be distributed to PYR stockholders as soon as practicable and
PYR will file an amendment to its Schedule 14D-9 to reflect the board of
directors' determination that the amended offer and the merger are in the best
interests of the stockholders and that it recommends that the stockholders
accept the amended offer and approve the merger. Stockholders who have
previously tendered shares that have not been withdrawn, however, are not
required to take any further action in order to received the increased offer
price under the amended tender offer.
The tender offer, which was scheduled to expire at midnight on April 24,
2007, is extended to midnight, New York City time, on Thursday, May 24, 2007,
unless further extended in accordance with the terms of the merger agreement.
The $1.30 per share offer price values PYR at approximately $49.4
million, plus the assumption of PYR's debt, and represents a premium of
approximately 38% over PYR's closing price on January 26, 2007, the last trading
day prior to the public announcement of Samson's initial acquisition proposal,
and a premium of approximately 16% over PYR's closing stock price on April 10,
2007, the last trading day prior to the announcement of the agreement in
principle reached between PYR and Samson with respect to the amended offer.
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Denver based PYR Energy is an independent oil and gas company primarily
engaged in the exploration for and the development and production of natural gas
and crude oil. At the current time, PYR's activities are focused in select areas
of the Rocky Mountain region, Texas and the Gulf Coast. Additional information
about PYR Energy Corporation can be accessed via PYR's web site at
www.pyrenergy.com.
Samson Investment Company, headquartered in Tulsa, Oklahoma, is a large
privately held corporation engaged in oil and gas exploration, acquisition and
production operations in 18 states in the United States, Canada, and the North
Sea. Samson's tender offer statement and related press releases can be found at
www.samson.com when available.
IMPORTANT LEGAL INFORMATION
This press release is for informational purposes only and is not an offer to
purchase or the solicitation of an offer to sell any shares.
ANY OFFERS TO PURCHASE OR SOLICITATION OF OFFERS TO SELL PYR SHARES WILL BE MADE
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
THAT SAMSON DISTRIBUTES TO PYR'S STOCKHOLDERS AND FILES WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"). PYR STOCKHOLDERS ARE URGED TO READ THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL, RELATED MATERIALS AND ANY OTHER DOCUMENTS
RELATING TO THE TENDER OFFER FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS
TO, THE TENDER OFFER. PYR STOCKHOLDERS MAY OBTAIN FREE COPIES OF THESE DOCUMENTS
AT THE SEC'S WEB SITE AT WWW.SEC.GOV, AT SAMSON'S WEBSITE AT WWW.SAMSON.COM OR
BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE OFFER, AT
(888) 750-5834 (TOLL FREE FROM THE U.S. AND CANADA).
This release and the PYR's website contain forward-looking statements regarding
PYR Energy Corporation's future plans and expected performance based on
assumptions PYR believes to be reasonable. A number of risks and uncertainties
could cause actual results to differ materially from these statements,
including, without limitation, the success rate of exploration efforts and the
timeliness of development activities, fluctuations in oil and gas prices, and
other risk factors described from time to time in PYR's reports filed with the
SEC. In addition, PYR operates in an industry sector where securities values are
highly volatile and may be influenced by economic and other factors beyond PYR's
control. This press release and PYR's website include the opinions of PYR and
does not necessarily include the views of any other person or entity.
Contacts:
PYR Energy Corporation
Kenneth R. Berry, Jr., President
1675 Broadway, Suite 2450
Denver, CO 80202
Telephone: (303) 825-3748
Samson Investment Company
Annabel Jones, Assistant General Counsel-Corporate Affairs
Two West Second Street
Tulsa, OK 74103-3103
Telephone: (918) 591-1006