7 May 2002listing compliance notice▼ BadMajor
ESENJAY EXPLORATION INC's securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 Apr 2002listing compliance notice▼ BadMajor
ESENJAY EXPLORATION INC terminated the registration of a class of securities, ending its reporting obligation for them.
24 Apr 2002business combination● NeutralMajor
Esenjay reported that the Santos tender offer was completed, with 92.3% of shares (including those under guaranteed delivery) tendered, and attached its April 23, 2002 press release. The follow-on merger is expected on or about April 26, 2002, after which Esenjay becomes a wholly owned Santos subsidiary and, per the release, is no longer publicly traded. This confirms the outcome of the deal first announced in March 2002 and repeats the $2.84 cash price.
23 Apr 2002business combination● NeutralMajor
Santos's final amendment to its tender offer statement reports that the $2.84 cash offer expired on April 22, 2002 as scheduled, with about 17.8 million shares (about 92.3% of outstanding shares, including about 552,886 under delivery guarantees) validly tendered. Santos has accepted all of them for payment, to be made promptly, which resolves the open question of whether the offer would reach a majority. Santos's attached press release says it will complete the buyout on or about April 26, 2002 through a short-form merger converting remaining shares into $2.84 in cash, except for holders who properly exercise dissenters' rights under Delaware law.
19 Apr 2002business combination● Neutral
Esenjay filed an amended and restated version of the April 16 information statement about Santos's right to name a majority of Esenjay's board once it pays for tendered shares. It again lists the four Santos nominees (Kathleen Hogenson, Peter Robinson, Bill Hogenson, David Cape), requires at least two independent directors to stay until the merger closes, and says the offer still expires at midnight New York time on April 22, 2002. Shareholders need take no action; the visible text shows no change in price or terms, and the text is cut off before the rest of the current director biographies.
16 Apr 2002business combination● Neutral
Esenjay sent shareholders a required information statement about Santos's right to name a majority of Esenjay's board once it accepts and pays for tendered shares. It lists four Santos nominees (Kathleen Hogenson, Peter Robinson, Bill Hogenson, David Cape) and says at least two independent directors must stay on the board until the merger closes. These independent directors must approve any amendment or termination of the deal. Shareholders need take no action. There were 19,140,667 shares outstanding at March 28, 2002. The offer is still scheduled to expire April 22, 2002.
16 Apr 2002business combination● Neutral
Santos filed Amendment No. 2 to its tender offer statement only to add a press release dated April 15, 2002 as an exhibit. The release announces the earlier amendment (which added Santos International Holdings Pty Ltd as a bidder) and says the $2.84 offer still expires at midnight New York time on April 22, 2002 unless extended. No new terms or price change.
16 Apr 2002business combination● Neutral
Esenjay filed Amendment No. 1 to its response to the Santos offer, restating its terms: $2.84 cash per share, then a follow-on merger converting remaining shares to the same cash. Options and warrants are cashed out for the amount by which $2.84 exceeds their exercise price, and warrants priced above $2.84 are cancelled for nothing. It repeats the 52% stockholder tender and option agreements, the 463,425 shares of officers and directors worth $1,316,127, about $860,000 in fees to Randall & Dewey, and employee change-of-control payments. The offer has not closed, so the cash-out is still pending. The text provided is cut off before any further changes can be seen.
15 Apr 2002business combination● Neutral
Santos amended its tender offer paperwork for the US$2.84 cash offer without changing the price. Changes include a condition that Santos receive satisfactory environmental site assessment reports on Esenjay's operating wells (from Cornerstone Environmental Services and Anderson Environmental Services), Santos's right to delay payment to meet regulatory approvals, and a rule that the minimum-tender condition cannot be waived without Esenjay's written consent while the agreement stands. It also restates the deal history: Santos first proposed $2.86 per share on February 26, 2002, then cut it by $0.02 to $2.84 on March 5 after due diligence found a net negative of about $400,000. It adds that holders get appraisal rights only if the follow-on merger happens, not from the offer itself.
2 Apr 2002late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its annual report would be filed late.
27 Mar 2002substantial holder notice● Neutral
Santos Americas and Europe Corporation, Santos International Holdings Pty Ltd, Santos Ltd disclosed a new substantial ESENJAY EXPLORATION INC shareholding (52.50% of votes).
26 Mar 2002business combination● NeutralMajor
Esenjay's formal response to the Santos offer: the board recommends the US$2.84 cash offer and the follow-on merger, in which remaining shares convert to the same cash price. Options and warrants convert to cash equal to the amount the price exceeds their exercise price, and warrants with exercise prices above US$2.84 are cancelled for nothing. Officers and directors hold 463,425 shares worth $1,316,127 at the offer price, and employees get severance and incentive payments on a change of control. Randall & Dewey, whose principal Jack Randall is a director, will receive about $860,000 in fees on closing. The offer has not yet closed, so shareholders' cash-out is still pending.
26 Mar 2002business combination● NeutralMajor
Santos, through ECM Acquisition Company, formally launched the US$2.84 per share cash tender offer, which expires at midnight New York time on April 22, 2002 unless extended. It requires at least a majority of shares on a fully diluted basis. Tendering stockholders have committed 10,035,392 shares. This is the formal start of the offer announced on March 18; no price change.
21 Mar 2002business combination● Neutral
Esenjay formally reported the March 17, 2002 merger agreement with Santos Americas and Europe Corporation and its subsidiary ECM Acquisition Company: a US$2.84 cash tender offer for all shares, then a follow-on merger with Esenjay surviving. The offer requires a majority of shares, and holders of about 52% have agreed to tender. This repeats the earlier announcement and attaches the agreement and press release; it adds no new terms.
19 Mar 2002business combination● NeutralMajor
Santos Ltd's own announcement of the same deal: US$2.84 per share in cash, a 4.4% premium to the March 15, 2002 closing price, valued at about US$80 million including roughly US$24.2 million of net debt and working capital. Santos says it will fund it from existing cash and expects completion in the second quarter of 2002. It describes Esenjay as bringing 32 exploration prospects, over 40,000 net acres, and year-end 2001 proved and probable reserves of 47.3 billion cubic feet of gas and 1.0 million barrels of oil. This continues the Santos deal; the premium is modest.
18 Mar 2002business combination● NeutralMajor
Esenjay announced it agreed on March 17, 2002 to be acquired by Santos Americas and Europe Corporation (a subsidiary of Australia's Santos Ltd) for US$2.84 per share in cash, via a tender offer followed by a merger at the same price. The board recommends shareholders accept; its two major shareholders and the Chairman, holding about 52% of shares (9,991,662 shares), have agreed to tender. The board cited its long-running difficulty accessing enough capital at acceptable cost, and said Hibernia Southcoast Capital considered the price fair. This is the outcome of the strategic review begun in late 2000.
12 Feb 2002substantial holder notice● Neutral
Wellington Management Company, LLP reported a ESENJAY EXPLORATION INC shareholding of 1,660,000 shares (8.69% of votes) in a periodic institutional filing.
15 Nov 2001late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
16 May 2001late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
3 Apr 2001late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its annual report would be filed late.
29 Sept 2000securities registration● Neutral
ESENJAY EXPLORATION INC registered a securities offering with the SEC using its shelf eligibility.
16 May 2000late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
31 Mar 2000late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its annual report would be filed late.
8 Oct 1999listing compliance notice▼ BadMajor
ESENJAY EXPLORATION INC deregistered its securities, ending its obligation to file reports with the SEC.
17 Aug 1999late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
18 May 1999late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
1 Apr 1999late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its annual report would be filed late.
17 Aug 1998late filing notice▼ Bad
ESENJAY EXPLORATION INC notified the SEC that its quarterly report would be filed late.
17 July 1998securities registration● Neutral
ESENJAY EXPLORATION INC filed the final prospectus for a registered offering.
16 July 1998securities registration● Neutral
ESENJAY EXPLORATION INC amended a filing by which it registered a small-business securities offering with the SEC.