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Denbury, Penn Virginia terminate $1.7B merger deal

Denbury Resources Inc. and Penn Virginia Corp. agreed to terminate their previously announced $1.7 billion merger transaction, citing challenging market conditions and opposition of certain Penn Virginia shareholders.

None of the companies will be responsible for any payments to the other party as a result of the deal termination, the companies announced March 21.

"While we firmly believed in the strategic merits of the combination with Penn Virginia, the difficult market conditions since announcement, combined with the opposition of certain Penn Virginia shareholders, led us to the conclusion that the transaction was unlikely to receive the necessary super majority approval from Penn Virginia shareholders," said Chris Kendall, president and CEO of Denbury.

Under the terms of the transaction announced in October 2018, Penn Virginia shareholders would have received 12.4 Denbury common shares and $25.86 of cash for each share held, with an option to elect all cash, all stock or a mix of both. The deal closing would have created a combined company with an enterprise value of $6.0 billion, with Denbury stockholders holding 71% of the combined company, and owning the remaining 29% stake.

As a result of the termination, the companies will not hold special meetings of their respective shareholders on April 17. Penn Virginia said it will provide an operational and guidance update in its first-quarter earnings report.