BRIGHAM EXPLORATION CO 3
3 · BRIGHAM EXPLORATION CO · Filed Dec 6, 2011
Insider Transaction Report
Form 3
STATOIL ASA
10% Owner
Holdings
- 104,029,535(indirect: Beneficially owned through indirect, wholly - owned subsidiary)
Common stock, par value $0.01 per share
Footnotes (3)
- [F1]In accordance with the Agreement and Plan of Merger, dated as of October 17, 2011 (as it may be amended or supplemented from time to time in accordance with its terms, the "Merger Agreement"), by and among Statoil ASA, a public limited liability company organized under the laws of Norway ("Statoil"), Fargo Acquisition Inc., a Delaware corporation ("Purchaser") and an indirect, wholly owned subsidiary of Statoil, and Brigham Exploration Company, a Delaware corporation ("Brigham"), on October 28, 2011, Purchaser commenced a tender offer (the "Offer") to purchase all of the shares of common stock, par value $0.01 per share ("Shares"), of Brigham that are issued and outstanding at a price of $36.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated October 28, 2011, and the related letter of transmittal, (continued in footnote 2)
- [F2]each as may be amended or supplemented from time to time, included as exhibits to the Tender Offer Statement on Schedule TO filed by Statoil with the Securities and Exchange Commission on October 28, 2011. As of midnight, New York City time, at the end of November 30, 2011, 104,029,535 Shares had been tendered by Brigham stockholders pursuant to the Offer, representing more than 87.7% of Brigham's total outstanding Shares (including and assuming delivery of 4,925,729 Shares tendered by notice of guaranteed delivery). Purchaser accepted these 104,029,535 shares on December 1, 2011. Shares are held by Purchaser. (Continued in Footnote 3)
- [F3]As Purchaser is an indirect, wholly owned subsidiary of Statoil, Statoil Petroleum AS, Statoil International Holding AS, Statoil Investment Americas AS and Statoil E&P Americas LP and a direct, wholly owned subsidiary of Statoil USA Properties Inc., each of Statoil, Statoil Petroleum AS, Statoil International Holding AS, Statoil Investment Americas AS, Statoil E&P Americas LP and Statoil USA Properties Inc. may be deemed to have acquired indirect beneficial ownership of the Shares.