History
North Coast Energy, an Ohio-based Appalachian gas producer majority-held by NUON, was bought by EXCO Resources for $10.75 a share in cash after a tender offer drew 96.8% of shares in January 2004.
2003: Filings wind down and a buyer appears
North Coast Energy Inc, based in Twinsburg, Ohio, produced natural gas and oil in the Appalachian Basin. The record here is thin on operations; the beats concern its status as a public company and its sale. In April and again in September 2003, the company deregistered its securities, ending its obligation to file reports with the SEC.
On 26 November 2003 it announced a deal to be bought by EXCO Resources for $10.75 per share in cash. EXCO's subsidiary, NCE Acquisition, would make a tender offer, meaning a direct offer to shareholders to sell. NUON Energy & Water Investments, which held about 86% of North Coast, agreed to tender its shares subject to conditions. The offer needed at least 90% of shares, and any untendered shares would be bought at the same price in a follow-on merger.
2003-2004: The tender offer and the sale
The offer formally launched on 5 December 2003, under a merger agreement amended and restated the day before. At that point NUON's subsidiary held 13,048,277 of 15,251,806 shares outstanding, about 85.6%. North Coast also disclosed change-in-control payments to executives, up to $1,612,875 for chief executive Gordon Yonel.
The offer expired at midnight on 23 January 2004. Holders tendered 14,894,361 shares, 96.8% of the 15,392,101 outstanding, clearing the 90% condition, and EXCO accepted them for payment. On 26 January the company said holders who had not tendered would be cashed out at the same $10.75 in a second-step merger, with no stockholder vote, to be completed within days. The company deregistered its securities again on 27 January 2004.
As of April 2004, North Coast was part of EXCO Resources and a guarantor of EXCO's new 7 1/4% senior notes. Filings did not yet confirm that the second-step merger had closed.
Written from the 6 story beats below (2003 to 27 Jan 2004), which come from the company's own announcements and filings.