EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is being made
solely by the Offer to Purchase dated November 15, 2001 and the related Letter
of Transmittal and is being made to holders of Shares. Purchaser (as defined
below) is not aware of any jurisdiction where the making of the Offer or the
acceptance of Shares pursuant thereto is prohibited by any administrative or
judicial action or by any valid state statute. If Purchaser becomes aware of any
valid state statute prohibiting the making of the Offer or the acceptance of
Shares pursuant thereto, Purchaser will make a good faith effort to comply with
such state statute. If, after such good faith effort, Purchaser cannot comply
with such state statute, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares in such state. In any
jurisdiction where the securities, blue sky or other applicable laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DEVX ENERGY, INC.
AT
$7.32 NET PER SHARE
BY
COMSTOCK ACQUISITION INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COMSTOCK RESOURCES, INC.
Comstock Acquisition Inc., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Comstock Holdings, Inc., a Delaware corporation
("Holdings"), which, in turn, is a wholly owned subsidiary of Comstock
Resources, Inc., a Nevada corporation ("Comstock"), is offering to purchase all
the issued and outstanding shares of common stock, par value $0.234 per share
("Shares"), of DevX Energy, Inc., a Delaware corporation ("DevX"), for $7.32 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions described in the Offer to Purchase dated November 15, 2001
(the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"). Following the Offer, Purchaser intends to
effect the Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, DECEMBER 13, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there having been
validly tendered and not withdrawn prior to the expiration of the Offer at least
50% of the number of then outstanding Shares (including all Shares issuable upon
the exercise of Outstanding Options or Outstanding Warrants (as each such term
is defined in the Offer to Purchase), each as of the business day preceding the
Initial Expiration Date (as defined in the Offer to Purchase)) plus one Share.
The Offer is also subject to certain other conditions contained in the Offer to
Purchase. See
"Section 1. Terms of the Offer; Expiration Date" and "Section 14. Certain
Conditions of the Offer" of the Offer to Purchase, which set forth in full the
conditions to the Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger
dated as of November 12, 2001 (the "Merger Agreement") among Comstock, Holdings,
Purchaser and DevX. The Merger Agreement provides, among other things, that as
promptly as practicable after the purchase of Shares pursuant to the Offer and
the satisfaction or, if permissible, waiver, of the other conditions described
in the Merger Agreement, and in accordance with the relevant provisions of the
General Corporation Law of the State of Delaware ("Delaware Law"), Purchaser
will be merged into DevX (the "Merger"). As a result of the Merger, DevX, which
will continue as the surviving corporation (the "Surviving Corporation"), will
become an indirect wholly owned subsidiary of Comstock. At the effective time of
the Merger (the "Effective Time"), each Share issued and outstanding immediately
prior to the Effective Time (other than Shares held in the treasury of DevX,
owned by Purchaser, Holdings, Comstock or DevX or owned by stockholders who have
demanded and perfected appraisal rights under Delaware Law) will be canceled and
converted automatically into the right to receive $7.32 per Share (or any
greater amount per Share paid pursuant to the Offer) in cash, without interest.
The Board of Directors of DevX has determined that the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
are fair to, and in the best interest of, the holders of Shares, has approved,
adopted and declared advisable the Merger Agreement and the transactions
contemplated thereby, including the Offer and Merger, and has resolved to
recommend that the holders of Shares accept the Offer and tender their Shares
pursuant to the Offer.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to American
Stock Transfer & Trust Company (the "Depositary") of Purchaser's acceptance for
payment of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering stockholders whose Shares have been accepted for
payment for the purpose of receiving payments from Purchaser and transmitting
such payments to validly tendering stockholders. Under no circumstances will
Purchaser pay interest on the purchase price for Shares, regardless of any delay
in making such payment. In all cases, Purchaser will pay for Shares tendered and
accepted for payment pursuant to the Offer only after timely receipt by the
Depositary of (i) the certificates evidencing such Shares (the "Share
Certificates") or timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at the Book-Entry Transfer Facility (as defined in
"Section 2. Acceptance for Payment and Payment for Shares" of the Offer to
Purchase) pursuant to the procedures described in "Section 3. Procedures for
Accepting the Offer and Tendering Shares" of the Offer to Purchase, (ii) the
Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees, in the case of a book-entry transfer, or an Agent's
Message (as defined in "Section 2. Acceptance for Payment and Payment for
Shares" of the Offer to Purchase) and (iii) any other documents required under
the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (but
subject to the terms and conditions of the Merger Agreement and subject to the
applicable rules of the Securities and Exchange Commission), at any time and
from time to time, to extend for any reason the period of time during which the
Offer is open, including upon the occurrence of any of the conditions to the
Offer specified in "Section 14. Certain Conditions of the Offer" of the Offer to
Purchase, by giving oral or written notice of such extension to the Depositary
and by making a public announcement thereof. Any such extension will be followed
as promptly as practicable by public announcement thereof and such announcement
will be made no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date (as defined below). During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer and subject to the right of a tendering stockholder to
withdraw such stockholder's Shares.
Purchaser may offer a subsequent offering period in connection with the
Offer. If Purchaser elects to provide a subsequent offering period, it will make
a public announcement thereof on the next business day after the previously
scheduled Expiration Date.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that such Shares may be withdrawn at any time prior to 12:00 midnight, New York
City time, on Thursday, December 13, 2001 (or the latest time and date at which
the Offer, if extended by Purchaser, expires) (the "Expiration Date"). For a
withdrawal of Shares to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at its address set forth
on the back cover page of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of such
Shares, if different from that of the person who tendered such Shares. If Share
Certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in "Section 3.
Procedures for Accepting the Offer and Tendering Shares" of the Offer to
Purchase), unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as described in "Section 3. Procedures for Accepting the
Offer and Tendering Shares" of the Offer to Purchase, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares. All questions as to the form
and validity (including the time of receipt) of any notice of withdrawal will be
determined by Purchaser, in its sole discretion, whose determination will be
final and binding.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
DevX has provided Purchaser with DevX's stockholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase and the related Letter of Transmittal will be
mailed by Purchaser to record holders of Shares whose names appear on DevX's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listings.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or for additional copies of the
Offer to Purchase and the related Letter of Transmittal and other Offer
materials may be directed to the Information Agent at its address and telephone
number listed below, and copies will be furnished promptly at Purchaser's
expense. No fees or commissions will be paid to brokers, dealers or other
persons (other than the Information Agent) for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
[Innisfree Logo]
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Call Toll Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
November 15, 2001