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Note 9. Proposed Agreement and Plan of Merger
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3 Months Ended |
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Jun. 30, 2012
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| Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
9. PROPOSED
AGREEMENT AND PLAN OF MERGER.
On
June 29, 2012 the Company announced that it had entered into
an Agreement and Plan of Merger (the “Merger
Agreement”) to be acquired by an affiliate of ArcLight
Capital Partners, LLC (“ArcLight”), an
energy-focused private equity investment firm. The
Merger Agreement was adopted and approved by the
Company’s Board of Directors on June 28, 2012, and is
subject to approval by the Company’s
stockholders. If the Merger Agreement is approved
by the Company’s stockholders and the merger is
consummated, each share of common stock of the Company issued
and outstanding immediately prior to the closing (other than
(i) any shares held by the Company or any direct or indirect
wholly-owned subsidiary of the Company, (ii) any shares held
by ArcLight’s affiliates, and (iii) any shares owned by
stockholders who have properly demanded, perfected and not
withdrawn rights of dissenting stockholders in accordance
with the provisions of Chapter 92A of the Nevada Revised
Statutes, will convert into the right to receive $0.64,
without interest and less any applicable withholdings or
deductions.
For
additional information, see MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
Proposed Merger with Affiliate of ArcLight Capital Partners,
LLC on page 14 following.
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