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Amplify Energy Corp. (NYSE:AMPY), a player in the crude petroleum and natural gas industry, has released further details regarding its previously announced merger agreements with North Peak Oil & Gas, LLC, and Century Oil & Gas Sub-Holdings, LLC, according to an 8-K filing submitted on April 4, 2025.
The Houston-based company, which operates under the industrial classification of Crude Petroleum & Natural Gas, has been embroiled in legal action with lawsuits filed by its purported stockholders alleging deficiencies in the proxy statement disclosures related to the mergers. Amplify has voluntarily made supplemental disclosures to address these concerns, although it maintains that the original disclosures were adequate and the allegations are without merit.
The supplemental information provides additional context to the "Background of the Transactions" section of the definitive proxy statement, clarifying the Board’s strategic review process which included evaluating various transactional frameworks with both public and private companies from May 2023 through October 2024. Additionally, the company has updated its "Selected Companies Analysis" and "Discounted Cash Flow Analysis" sections with more detailed financial data and methodologies used in their valuations.
Amplify’s Board of Directors and executive officers have interests in the mergers that may differ from those of other stockholders, including continued employment for certain executives. No new arrangements regarding their employment or compensation have been discussed in relation to the mergers.
The company has scheduled a special meeting of stockholders on April 14, 2025, to vote on the proposed mergers. The additional disclosures have been made to avoid potential delays and minimize litigation expenses but do not alter the timing of the stockholder meeting.
This news comes as Amplify prepares to merge North Peak Oil & Gas and Century Oil & Gas Sub-Holdings into its subsidiaries, with both entities surviving as indirect, wholly-owned subsidiaries of Amplify. The transaction aims to enhance stockholder value, increase scale, and create more efficient operations with increased organic growth opportunities.
Amplify Energy Corp.’s stockholders are advised to carefully review the definitive proxy statement and any other relevant materials for detailed information about the mergers and the associated risks. The supplemental disclosures and the definitive proxy statement are available on the SEC’s website and Amplify Energy Corp.’s official website.
This news article is based on a press release statement.
In other recent news, Amplify Energy Corp. reported its fourth-quarter 2024 earnings, which fell short of expectations, with an earnings per share of -$0.19 compared to the anticipated $0.30. The company also reported revenue of $69.02 million, below the expected $78.46 million. Despite these setbacks, Amplify Energy achieved a full-year net income of $13 million and a 17% increase in adjusted EBITDA to $103 million for 2024. Amplify Energy is also advancing a merger with Juniper Capital’s upstream Rocky Mountain portfolio companies, which has received support from Institutional Shareholder Services. The merger is projected to increase Amplify’s 2025 free cash flow per share from $0.50 to over $0.70 and boost total proved reserve value to $1.3 billion. In addition, the company anticipates a 40% increase in pro-forma Adjusted EBITDA per BOE and a reduction in pro-forma G&A per BOE by more than 20%. Amplify Energy’s management believes this merger will enhance shareholder value by improving financial resilience and providing flexibility to reduce leverage and return capital to shareholders. The Special Meeting of Shareholders to vote on the merger is scheduled for April 14, 2025.
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