Vivakor, Inc. ("Vivakor" or the "Company"), an integrated provider of energy transportation, storage, reuse, and remediation services, provided an update on the anticipated merger with Empire Diversified Energy, Inc. ("Empire" and the "Merger", respectively). The Merger, which was previously announced to close in 2024, is now being revised to the first quarter of 2025. This guidance is being revised due to the delay in Vivakor closing its recent acquisition of the Endeavor Entities, which was effective on October 1, 2024.
Pursuant to the terms of the Merger, as previously announced, Vivakor would acquire all the outstanding shares of Empire's common and preferred stock, on an as-converted basis, for net consideration of 67,200,000 shares (the "Consideration Shares") of Vivakor common stock, resulting in Empire becoming a wholly-owned subsidiary of Vivakor upon the closing. At the time of closing, 7.5% or 5,040,000 of the Consideration Shares shall be held in escrow for the 12-months subsequent to closing for the purpose of indemnifying Vivakor and its shareholders for the representations, warranties and covenants of Empire contained in the definitive agreement memorializing the Merger. Empire shall cause a minimum of 65% or 43,680,000 of the Consideration Shares to be subject to a lock-up agreement for the 12-month period after the closing of the Merger, coupled with certain insider sales restrictions thereafter. Empire is required to have a minimum of $2.5 million in unrestricted cash on hand at the time of closing of the Merger.
The closing of the Merger is subject to stockholder approval of each company, Vivakor's receipt of a satisfactory fairness opinion to the underlying transaction, and the effective registration of the Consideration Shares pursuant to a Registration Statement on Form S-4, among other matters.
"Merging with Empire will provide an immediate platform to expand sustaintable-energy technologies across our logistics platform," said James Ballengee, Chairman, President, & CEO. "Empire will strategically integrate with our recent acquisition of the Endeavor Entities and create opportunities and revenues previously unavailable to Vivakor."
