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Filed by Regent Group, Inc. and Playa Minerals and Energy, Inc.
pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Regent Group, Inc. Commission File No: 0-3338
Subject Companies: Regent Group, Inc. and
Playa Minerals and Energy, Inc.
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY REGENT GROUP, INC. ON JULY 18,
2000.
Regent Group, Inc.'s Merger with Playa Minerals and Energy, Inc.
Will Form Company with Significant Oil and Gas Assets
Rye, NY, July 18, 2000, Regent Group, Inc. (OTCBB:RGII) today stated that the
company to be formed as a result of the previously announced merger of Regent
Group, Inc. ("Regent") and Playa Minerals and Energy, Inc. ("Playa"), will be a
strong well positioned company operating within the oil and gas arena. The
surviving entity is to be renamed Magna Resources, Inc.
The merged entity intends to focus on developing proven oil and gas reserves in
the Gulf Coast, in the Gulf of Mexico and the New Mexico San Juan Basin. Its
strategy will be to continue Playa's current approach of purchasing producing
assets at a discount to reserve value, increasing production and production
hedging utilizing price floors.
Playa Minerals and Energy, Inc. for its fiscal year ended December 31, 1999
generated audited net income of $1.92 million. It is projected that the combined
companies will earn $.48 and $1.42 per fully diluted common share in 2000 and
2001 respectively based on known proven reserves established by third party
engineers and there being 12.5 million shares outstanding and having cash flow
of $1.46 and $3.49 per share in 2000 and 2001 respectively. Of the 12.5 million
shares to be outstanding after the merger, the current Regent Group, Inc.
shareholders will own 1,000,000 shares. Regent Group, Inc. shareholders will be
asked to approve a reverse split at a special meeting being called to achieve
this desired number of shares outstanding. This number of shares will represent
approximately 8% of the post merged entity.
Playa has properties to which third party engineers have appraised reserve
values, based on FASB guidelines, of $172 million and has contracts to purchase
additional properties with reserve values of $190 million. The present reserve
value of the Playa's producing assets and its anticipated purchases is $250
million discounted net, or approximately $20 per post merger common share
outstanding, while post merger net reserve value per share is projected to be
$15.78. The oil and gas prices used in these projections were $18.30 for a
barrel of oil and $2.80 per Mcf.
Robert Long, Chairman, Regent Group, Inc. stated "Regent is extremely happy to
be merging with such a strong and aggressively managed company as Playa. We
believe the oil and gas industry will remain healthy with favorable demand and
supply characteristics and thus a good time to consummate a merger with a player
in the industry like Playa. Playa has spent three years buying distressed oil
and gas assets, hedged its downside while allowing for price benefits on the
upside. We expect the merged entity to be profitable, cash flow positive and
importantly, predictable."
Statements in this press release concerning the future business, operating
results, and financial condition of Regent are "forward-looking" statements as
defined in the Private Securities Litigation Reform Act of 1995. Such statements
are based on Management's current expectations and are subject to a number of
factors and uncertainties, including Regent's ability to consummate the merger
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with Playa, Playa's ability to complete its pending reserve acquisitions, the
combined companies' ability to achieve projected earnings and cash flow, the
cost of development of oil and gas reserves, the inherent uncertainty of
estimated valuations of oil and gas reserves, the future market prices for oil
and natural gas and other risks and uncertainties identified in Regent's reports
filed under the Securities Exchange Act of 1934, as amended. Information
contained in these forward-looking statements is inherently uncertain and actual
performance and results may differ materially.
Investors and security holders are advised to read the joint proxy
statement/prospectus that will be included in the Registration Statement on Form
S-4 to be filed with the SEC in connection with the proposed merger. Regent and
Playa will file the joint proxy statement/prospectus with the SEC. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
(when available) and other documents filed by Regent and Playa with the SEC at
the SEC's web site at www.sec.gov. The joint proxy statement/prospectus and such
other documents (relating to Regent) may also be obtained for free from Regent
by directing such request to: Regent Group, Inc., 720 Milton Road, #J3, Rye, New
York 10580 Attention: Anthony C. Vickerson, Chief Operating Officer; telephone:
(914) 921-3447; e-mail: [email protected]. The joint proxy
statement/prospectus and such other documents (relating to Playa) may also be
obtained for free from Playa by directing such request to: Playa Minerals &
Energy, Inc., 650 N. Sam Houston Parkway East, Suite 500, Houston, Texas 77060
Attention: John N. Ehrman, President; telephone (281) 931-3800; e-mail:
[email protected].
For More Information, please call Robert Long, Chairman, Regent Group, Inc. at
845-266-4858.
