Exhibit 99.1
Continental Announces Expiration of Tender Offer Period for Outstanding Shares
Completion of Previously Announced Merger and Going Private Transaction Expected Later Today
OKLAHOMA CITY, OKLAHOMA – November 22, 2022 – Continental Resources, Inc. (NYSE: CLR) today announced that it is initiating the final steps in closing its previously announced merger with Omega Acquisition, Inc. (“Merger Sub”). Following the completion of the merger, shares of Continental common stock are expected to cease trading on the New York Stock Exchange (“NYSE”) prior to market open on Wednesday, November 23, 2022, and will no longer be listed for trading on the NYSE. Merger Sub’s tender offer to purchase any and all outstanding shares of Continental’s common stock, other than (i) shares of common stock owned directly or indirectly by Mr. Hamm and the Hamm family and (ii) shares of common stock underlying unvested equity awards issued pursuant to Continental’s long-term incentive plans (the “Rollover Shares”) expired one minute after 11:59 p.m. (New York City time) on November 21, 2022. As of 5:00 pm (New York City time) on November 21, 2022, a total of 36,312,840 shares of Continental common stock were validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 62.5% of the outstanding shares of Continental common stock not already owned by the Hamm family. In addition, “Notices of Guaranteed Delivery” have been delivered for 3,443,455 shares of Continental common stock, representing approximately 5.9% of the outstanding shares not already owned by the Hamm family. Merger Sub intends to accept for payment in accordance with the terms of the tender offer all shares of Continental common stock that were validly tendered and not validly withdrawn as of the expiration of the tender offer.
Merger Sub will be merged with and into Continental in accordance with Section 1081.H of the General Corporation Act of the State of Oklahoma (the “OGCA”), with Continental continuing as the surviving corporation wholly owned by the Hamm family. Each remaining share of Continental common stock not purchased in the tender offer (other than (i) the Rollover Shares, (ii) shares owned by the Company as treasury stock or owned by any wholly owned subsidiary of the Company, including shares irrevocably accepted by Merger Sub pursuant to the tender offer, and (iii) shares held by a holder who is entitled to demand and properly demanded appraisal for such shares in accordance with Section 1091 of the OGCA) will be converted into the right to receive $74.28 in cash, without interest, and subject to deduction for any required withholding taxes.
About Continental Resources
Continental Resources (NYSE: CLR) is a top 10 independent oil producer in the U.S. and a leader in America’s energy renaissance. Based in Oklahoma City, Continental is the largest leaseholder and the largest producer in the nation’s premier oil field, the Bakken play of North Dakota and Montana. Continental is also the largest producer in the Anadarko Basin of Oklahoma and is the second largest leaseholder in the Powder River Basin of Wyoming and tenth largest in the Permian Basin of Texas. With a focus on the exploration and production of oil, Continental has unlocked the technology and resources vital to American energy independence and our nation’s leadership in the new world oil market. In 2022, Continental will celebrate 55 years of operations. For more information, please visit www.CLR.com.
Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
This press release includes “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 included in this press release other than statements of historical fact, including, but not limited to, forecasts or expectations regarding the Company’s business and statements or information concerning the transactions contemplated by the Merger Agreement, the Company’s future operations, performance, financial condition, production and reserves, schedules, plans, timing of development, rates of return, budgets, costs, business strategy, objectives, and cash flows are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget,” “target,” “plan,” “continue,” “potential,” “guidance,” “strategy,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Forward-looking statements are based on the Company’s current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Although the Company believes these assumptions and expectations are reasonable, they are inherently subject to numerous business, economic,