UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Filed
by the Registrant ☑
Filed
by a party other than the Registrant ☐
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the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under to § 240.14a-12
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Yuma Energy, Inc.
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(Name
of Registrant as Specified in Its Charter)
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Payment
of Filing Fee (Check the appropriate box):
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required
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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maximum aggregate value of transaction:
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(5)
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Date
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1177
West Loop South, Suite 1825
Houston,
Texas 77027
(713)
968-7068
YOUR IMMEDIATE RESPONSE IS CRITICAL
October
18, 2016
Dear
Shareholder,
You
recently received proxy materials in connection with proposals for
the special meeting of shareholders of Yuma Energy, Inc.
(“Yuma”) to be held on October 26, 2016.
WE HAVE NOT RECEIVED YOUR PROXY VOTE
THE YUMA BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ALL
PROPOSALS
EVERY SHARE MATTERS AND EVERY VOTE IS CRITICALLY
IMPORTANT!
Please
take a moment to VOTE your shares by telephone or the Internet by
following the instructions below. Voting by telephone or the
Internet is fast and convenient, and your vote is immediately
confirmed and tabulated. Because the proposals at the special
meeting must be approved by the affirmative vote of two-thirds of
our issued and outstanding shares of Series A Preferred Stock, your
vote is critically important.
PLEASE REMEMBER THAT NOT VOTING YOUR SHARES IS THE SAME AS A VOTE
“AGAINST” THE PROPOSALS, INCLUDING YUMA’S MERGER
WITH DAVIS PETROLEUM ACQUISITION CORP., WHICH COULD PREVENT THE
MERGER.
You can
cast your vote by internet or telephone. Please have your Voting
Instruction Form with control number with you and go to one of the
following:
Vote by Internet: www.proxyvote.com
Vote by Phone: 1-800-454-8683
IF YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT IN NOBO FORM YOU CAN
CALL OUR PROXY SOLICITATION ADVISOR, ADVANTAGE PROXY, TOLL-FREE AT
1-877-870-8565 BETWEEN THE HOURS OF 9:00 A.M. AND
9:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY TO GIVE YOUR
VERBAL VOTING INSTRUCTIONS.
The electronic voting cutoff for this meeting is at 11:59 pm
eastern time on October 25, 2016.
Your votes must be submitted before the cutoff.
Please Vote Immediately "FOR" All Proposals.
Our
board of directors strongly believes that the merger with Davis is
the best alternative for our shareholders, and our board has
unanimously recommended that you vote FOR all of the
proposals.
In addition, if the merger is not completed, Yuma will require
additional funds on or before November 2, 2016, to repay $9.8
million under its credit agreement when its borrowing base is
reduced to $20.0 million. If Yuma cannot complete the merger, Yuma
may be required to significantly alter its business plan, reduce
its activities, sell assets, or Yuma could be forced into
bankruptcy or liquidation. See below for certain reasons to vote
for the proposals.
As set
forth in greater detail elsewhere in the proxy statement/prospectus
dated September 22, 2016, our board of directors considered many
factors in making its recommendations to our shareholders. Among
the factors considered by our board of directors were:
●
the
combination will more than double our existing production, greatly
improve cash flows, and significantly reduce general and
administrative expenses on a per barrel basis;
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the
combination will diversify and increase estimated proved
reserves;
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the
combination will significantly improve Yuma’s liquidity and
financial strength and is anticipated to put Yuma in compliance
with the covenants under its credit facility;
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the
combined entity will have an increased market capitalization, which
our management and board of directors believe will enhance our
ability to access debt and equity capital markets, as well as our
ability to finance development and production projects due to the
combined entity’s increased scale of operations;
●
the
combination will provide Yuma with a larger portfolio of
exploitation and exploration opportunities in resource plays within
areas already targeted by Yuma; and
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the
presentation and opinion of ROTH Capital Partners, LLC,
Yuma’s financial advisor, to the effect that, as of the date
of the opinion and based upon the assumptions, stated in the
opinion letter, the exchange ratio of the merger as between Yuma
and Davis stockholders is fair to Yuma and its shareholders, from a
financial point of view, as more fully described in the proxy
statement/prospectus.
Please
vote FOR the proposals as soon as possible. If you have already
voted in favor of the proposals, there is nothing more you need to
do and we thank you for your support.
If you
have any questions concerning the merger, the proposals or the
proxy statement/prospectus, please contact me personally at (713)
968-7068.
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Sincerely,
Sam L.
Banks
President and Chief
Executive Officer
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Forward-Looking Statements
This
communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Statements that are not strictly historical statements
constitute forward-looking statements and may often, but not
always, be identified by the use of such words such as
“expects,” “believes,”
“intends,” “anticipates,”
“plans,” “estimates,”
“potential,” “possible,” or
“probable” or statements that certain actions, events
or results “may,” “will,”
“should,” or “could” be taken, occur or be
achieved. The forward-looking statements include statements about
future operations, estimates of reserve and production volumes, and
the anticipated timing for closing the proposed merger.
Forward-looking statements are based on current expectations and
assumptions and analyses made by Yuma and Davis in light of
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors
appropriate under the circumstances. However, whether actual
results and developments will conform with expectations is subject
to a number of risks and uncertainties, including but not limited
to: the possibility that the companies may be unable to
obtain stockholder approval or satisfy the other conditions to
closing; the possibility that the combined company may be unable to
obtain an acceptable reserve-based credit facility; that problems
may arise in the integration of the businesses of the two
companies; that the acquisition may involve unexpected costs; the
risks of the oil and gas industry (for example, operational risks
in exploring for, developing and producing crude oil and natural
gas); risks and uncertainties involving geology of oil and gas
deposits; the uncertainty of reserve estimates; revisions to
reserve estimates as a result of changes in commodity prices; the
uncertainty of estimates and projections relating to future
production, costs and expenses; potential delays or changes in
plans with respect to exploration or development projects or
capital expenditures; health, safety and environmental risks and
risks related to weather; further declines in oil and gas prices;
inability of management to execute its plans to meet its goals,
shortages of drilling equipment, oil field personnel and services,
unavailability of gathering systems, pipelines and processing
facilities and the possibility that government policies may
change. Yuma’s annual report on Form 10-K/A for
the year ended December 31, 2015, quarterly reports on Form 10-Q,
recent current reports on Form 8-K, and other Securities and
Exchange Commission (“SEC”) filings discuss some of the
important risk factors identified that may affect its business,
results of operations, and financial condition. Yuma and Davis
undertake no obligation to revise or update publicly any
forward-looking statements, except as required by law.
Additional Information and Where to Find It
In
connection with the proposed reincorporation and merger, Yuma
Delaware filed with the SEC, and the SEC declared effective on
September 22, 2016, a registration statement on Form S-4, that
includes a joint proxy statement/prospectus which provides details
of the proposed reincorporation and merger, and the attendant
benefits and risks. On September 23, 2016, Yuma filed a definitive
proxy statement with the SEC, which was first mailed to
shareholders on or about September 23, 2016.
This
communication is not a substitute for the joint proxy
statement/prospectus or any other document that Yuma or Yuma
Delaware may file with the SEC or send to their shareholders in
connection with the proposed reincorporation and
merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS LATER
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
joint proxy statement/prospectus and other relevant documents filed
by Yuma and Yuma Delaware with the SEC at the SEC’s website
at www.sec.gov. You may also obtain these documents by contacting
Yuma at Yuma Energy, Inc., Attention: Investor Relations, 1177 West
Loop South, Suite 1825, Houston, Texas 77027, (713)
968-7000.
Participants in Solicitation
Yuma
and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders
of Yuma in respect of the proposed
transaction. Information regarding Yuma’s
directors and executive officers is available in the joint proxy
statement/prospectus and other relevant materials that may be later
filed with the SEC if and when they become available. Investors
should read the joint proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from Yuma using the sources indicated
above.
This
communication shall not constitute an offer to sell or the
solicitation of any offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the Securities
Act.