Energy XXI and EPL Announce Record Date and Meeting Date for Merger Special Meetings
April 14 2014 - 4:05PM
Energy XXI (Nasdaq:EXXI) (LSE:EXXI) and EPL Oil & Gas, Inc.
(NYSE:EPL) today announced each has established a record date of
April 21, 2014 and a meeting date of May 30, 2014 for the special
meetings of their respective shareholders. At the special meetings,
the respective shareholders will vote on the previously announced
proposed merger of EXXI with EPL and related matters pursuant to
the Agreement and Plan of Merger dated as of March 12, 2014, as
amended (the "Merger Agreement"), by and among EXXI, EPL, Energy
XXI Gulf Coast, Inc. ("Gulf Coast"), an indirect wholly owned
subsidiary of Energy XXI, and Clyde Merger Sub, Inc., a wholly
owned subsidiary of Gulf Coast. EXXI and EPL shareholders of record
at the close of business on April 21, 2014 will be entitled to
receive notice of the applicable special meeting and to vote at
such special meeting. The parties currently expect to complete the
merger on or about June 3, 2014, subject to satisfaction of the
closing conditions, including receipt of EXXI shareholder approval
for the proposal to issue EXXI common shares pursuant to the Merger
Agreement and the proposal to elect a new Class II director to the
EXXI board of directors, as well as EPL stockholder approval for
the proposal to adopt the Merger Agreement.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements
concerning the proposed transaction, its financial and business
impact, management's beliefs and objectives with respect thereto,
and management's current expectations for future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements are all statements other than
statements of historical facts. The words "anticipates," "may,"
"can," "plans," "believes," "estimates," "expects," "projects,"
"intends," "likely," "will," "should," "to be," and any similar
expressions or other words of similar meaning are intended to
identify those assertions as forward-looking statements. It is
uncertain whether the events anticipated will transpire, or if they
do occur, what impact they will have on the results of operations
and financial condition of Energy XXI, EPL or of the combined
company. These forward-looking statements involve significant risks
and uncertainties that could cause actual results to differ
materially from those anticipated, including but not limited to the
ability of the parties to satisfy the conditions precedent and
consummate the proposed transaction, the timing of consummation of
the proposed transaction, the ability of the parties to secure
regulatory approvals in a timely manner or on the terms desired or
anticipated, the ability of Energy XXI to integrate the acquired
operations, the ability to implement the anticipated business plans
following closing and achieve anticipated benefits and savings, and
the ability to realize opportunities for growth. Other important
economic, political, regulatory, legal, technological, competitive
and other uncertainties are identified in the documents filed with
the SEC by Energy XXI and EPL from time to time, including their
respective Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K. The forward-looking
statements included in this press release are made only as of the
date hereof. Neither Energy XXI nor EPL undertakes any obligation
to update the forward-looking statements included in this press
release to reflect subsequent events or circumstances.
About Energy XXI
Energy XXI is an independent oil and natural gas exploration and
production company whose growth strategy emphasizes acquisitions,
enhanced by its value-added organic drilling program. The company's
properties are located in the U.S. Gulf of Mexico waters and the
Gulf Coast onshore. Cantor Fitzgerald Europe is Energy XXI's
listing broker in the United Kingdom. To learn more, visit the
Energy XXI website at www.EnergyXXI.com.
About EPL
Founded in 1998, EPL is an independent oil and natural gas
exploration and production company headquartered in Houston,
Texas with an office in New Orleans, Louisiana. The Company's
operations are concentrated in the U.S. Gulf of
Mexico shelf, focusing on the state and federal waters
offshore Louisiana. For more information, please
visit www.eplweb.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed transactions, Energy XXI has
filed with the SEC a registration statement on Form S-4 that
includes a joint proxy statement of Energy XXI and EPL that also
constitutes a prospectus of Energy XXI. Each of Energy XXI and EPL
also plan to file other relevant documents with the SEC regarding
the proposed transactions. Energy XXI and EPL will mail the final
joint proxy statement to their respective equity
holders. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the joint proxy
statement/prospectus and other relevant documents filed by Energy
XXI and EPL with the SEC at the SEC's website at www.sec.gov. You
may also obtain these documents by contacting Energy XXI's Investor
Relations department at (713) 351-3175 or via e-mail at
IR@energyxxi.com or by contacting EPL's Investor Relations
department at (713) 228-0711 or via email at tthom@eplweb.com.
PARTICIPANTS IN THE SOLICITATION
Energy XXI and EPL and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transactions. Information about Energy XXI's
directors and executive officers is available in Energy XXI's proxy
statement dated October 7, 2013, for its 2013 Annual Meeting of
Shareholders. Information about EPL's directors and executive
officers is available in EPL's proxy statement dated March 21,
2013, for its 2013 Annual Meeting of Stockholders. Other
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement, Energy XXI proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transactions when they become available. Investors should read the
joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from Energy XXI or EPL using
the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an 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 Section 10 of the U.S.
Securities Act of 1933, as amended.
CONTACT: ENQUIRIES OF EXXI
Energy XXI
Stewart Lawrence
Vice President, Investor Relations and Communications
713-351-3006
slawrence@energyxxi.com
Greg Smith
Director, Investor Relations
713-351-3149
gsmith@energyxxi.com
Cantor Fitzgerald Europe
Nominated Adviser: David Porter, Rick Thompson
Corporate Broking: Richard Redmayne
Tel: +44 (0) 20 7894 7000
Pelham Bell Pottinger
James Henderson
jhenderson@pelhambellpottinger.co.uk
Mark Antelme
mantelme@pelhambellpottinger.co.uk
+44 (0) 20 7861 3232
ENQUIRIES OF EPL
EPL
T.J. Thom
Executive Vice President, Chief Financial Officer
tthom@eplweb.com
Brunswick Group
Mark Palmer
214-254-3790
mpalmer@brunswickgroup.com
Ward
Deborah Buks
713-869-0707
dbuks@wardcc.com
Molly LeCronier
713-869-0707
mlecronier@wardcc.com
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