"Shareholders of Southern Mineral Corporation Overwhelmingly Approve Merger With PetroCorp Incorporated"
Tuesday May 8, 6:23 pm Eastern Time
Press Release
SOURCE: Southern Mineral Corporation
HOUSTON, May 8 /PRNewswire/ -- Southern Mineral Corporation (OTC Bulletin Board: SMOP - news) and PetroCorp Incorporated (Amex: PEX - news) today announced approval of the merger of Southern Mineral into PetroCorp Acquisition Company, a wholly owned subsidiary of PetroCorp Incorporated. Shareholders of both PetroCorp and Southern Mineral who participated in the vote overwhelmingly voted in favor of the merger. The 6,216,919 shares that PetroCorp shareholders who voted in favor of the merger constituted approximately 99.9% of the 6,217,527 shares participating in the vote and 71.3% of PetroCorp's total issued and outstanding shares. The 8,231,250 shares that Southern Mineral shareholders who voted in favor of the merger constituted approximately 97% of the 8,487,682 shares participating in the vote and 67% of Southern Mineral's total issued and outstanding shares. In the merger, shareholders of Southern Mineral will receive for each share of Southern Mineral stock $4.71 per share in cash, or, if they make a valid election, PetroCorp common stock, based on an exchange ratio of .471, or a combination of cash and stock. In the merger, PetroCorp will not be obligated to issue more than four million shares of common stock. If more than 4,000,000 shares of PetroCorp stock are elected by Southern Mineral shareholders, those shareholders electing stock will be subject to proration. Stock election forms are currently being distributed and the final date for submitting stock election forms will be May 29, 2001. It is a condition to closing that Southern Mineral shareholders elect to receive at least 3,000,000 shares of Petrocorp stock in the merger. As long as the remaining conditions are satisfied or waived by PetroCorp, the merger is expected to close on or about May 30, 2001.
Southern Mineral Corporation is an independent oil and gas company engaged in the acquisition, exploitation, exploration and operation of oil and gas properties, primarily along the Gulf Coast of the United States, in Canada and in Ecuador. The Company's common stock and perpetual warrants are quoted on the OTC Bulletin Board under the trading symbols ``SMOP.OB'' and ``SMOPW.OB'', respectively.
PetroCorp Incorporated is an independent energy company engaged in the acquisition, exploration and development of oil and gas properties, and in the production of oil, natural gas liquids and natural gas in North America.
PRIVATE SECURITES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
Except for historical and present factual information contained herein, the matters set forth in this press release, including statements as to the expected benefits of the merger such as efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as ``expects,'' ``projects,'' ``plans,'' and similar expressions are forward-looking statements within the meaning of the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the possibility that costs or difficulties related to the integration of our businesses will be greater than expected, the impact of competition and other risk factors relating to our industry as detailed from time to time in each of PetroCorp's and Southern Mineral's reports filed with the SEC. PetroCorp and Southern Mineral disclaim any responsibility to update these forward-looking statements.
ADDITIONAL INFORMATION
Note to Editors: Today's news release, along with other news about Southern Mineral Corporation and PetroCorp Incorporated, is available on the Internet at www.petrocorp.com.
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SOURCE: Southern Mineral Corporation
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