Continental Resources (CLR) Announces Receipt of $70 Per Share "Take Private" Proposal From Hamm Family
Continental Resources, Inc. (NYSE: CLR) today announced that its board of directors (the "Board") has received a non-binding proposal letter, dated June 13, 2022, from Harold G. Hamm, on behalf of himself, the Harold G. Hamm Trust and certain trusts established for the benefit of Mr. Hamm's family members (collectively, the "Hamm Family") to acquire for cash all of the outstanding shares of common stock (the "Common Stock") of Continental, other than shares of Common Stock owned by the Hamm Family and shares of Common Stock underlying unvested equity awards issued pursuant to Continental's long-term incentive plans. A copy of the proposal letter is attached as Annex A to this press release.
The Hamm Family's proposal of $70.00 per share represents an approximate 9% premium over Continental's closing price on June 13, 2022, a premium of approximately 11% to its volume weighted average price during the last 30 trading days through June 13, 2022 and a 21% premium to the volume weighted average price of the Common Stock traded during 2022. The Hamm Family collectively holds approximately 83% of the total outstanding shares of Common Stock (based on outstanding shares reported by Continental in its Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022).
The Board intends to establish a special committee consisting of independent directors of the Board to consider the proposal. The Board expects that the special committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.
Continental cautions its shareholders and others considering trading in Continental's securities that Continental has only recently received the Hamm Family's proposal and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to Continental's response to the proposal. The proposal constitutes only an indication of interest by the Hamm Family and does not constitute a binding commitment with respect to the proposed transaction or any other transaction. No agreement, arrangement or understanding between Continental and the Hamm Family relating to any proposed transaction will be created unless definitive documentation is executed and delivered by the Hamm Family, Continental, and all other appropriate parties.
Continental does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.