After one board member dissented, Plains Resources Inc. said its stockholders approved a contested merger bid by a subsidiary of Vulcan Energy Corp. Plains and Vulcan expect to close the merger on Friday, with Plains stockholders receiving $17.25 in cash for each share of Plains common stock they own.

Vulcan reiterated on Sunday that its offer for Plains was its “best and final offer.” It sweetened the all-cash offer from $16.75 a share after Leucadia National offered a leveraged buyout, which was ultimately rejected by Plains’ board of directors.

“As you know, we believe the $17.25 per share price is a full and fair price for Plains Resources’ shares and represents a significant premium over the value of Plains Resources’ shares on a stand-alone basis, even after consummation of any feasible leveraged recapitalization,” a Vulcan Energy representative wrote to the board in a letter on Sunday.

Although the Plains board already approved the takeover, William Hitchcock, a board member, rejected Vulcan’s offer and said he would not support a deal worth less than $17.50 a share. Ramius Capital Group also said it believed the $17.25 price was inadequate and supported the continued operation of Plains as a stand-alone public company.

Houston-based Plains explores for and produces oil and natural gas in the United States. It also owns part of Plains All American Pipeline, a crude oil line.

©Copyright 2004 Intelligence Press Inc. All rights reserved. The preceding news report may not be republished or redistributed, in whole or in part, in any form, without prior written consent of Intelligence Press, Inc.