Energy XXI and EPL Announce Expiration of Election Deadline
May 30 2014 - 10:52PM
Energy XXI (Bermuda) Limited ("Energy XXI") (Nasdaq:EXXI)
(AIM:EXXI) and EPL Oil & Gas, Inc. ("EPL") (NYSE:EPL) jointly
announced today that the election deadline for EPL stockholders to
elect the form of consideration they wish to receive in EPL's
proposed merger with an indirect wholly owned subsidiary of Energy
XXI, as described in more detail below, expired today, May 30,
2014, at 5:00 p.m., Eastern Time. In accordance with the Agreement
and Plan of Merger, dated as of March 12, 2014 (as amended, the
"Merger Agreement"), by and among Energy XXI, 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 ("Merger Sub"), Merger Sub would merge with and into
EPL, with the result that EPL would become an indirect wholly owned
subsidiary of EXXI (the "Merger").
EPL stockholders had the choice to elect to receive, for each
share of EPL common stock held by that stockholder, cash, Energy
XXI common stock or a combination of cash and Energy XXI common
stock (the "Merger Consideration"), subject to proration with
respect to the stock and cash portion so that approximately 65% of
the aggregate Merger Consideration will be paid in cash and
approximately 35% will be paid in Energy XXI common stock. EPL
stockholders with questions regarding the election procedures or
who wish to obtain copies of any election materials may contact
Continental Stock Transfer & Trust Company, the exchange agent
for this transaction, at 917-262-2378, between the hours of 9 a.m.
and 5 p.m., Eastern Time, or Mackenzie Partners, Inc., EPL's proxy
solicitor, at 800-322-2885.
Energy XXI and EPL will announce preliminary results of the
election process prior to opening of trading on the NYSE on Monday,
June 2, 2014. Those preliminary results will reflect the elections
made by EPL stockholders who hold their shares in street name. As
for EPL stockholders who hold record ownership directly, the
tabulation of those elections will be finalized later that day.
After the final results of the election process are determined, the
final Merger Consideration and the allocation of the Merger
Consideration will be calculated in accordance with the Merger
Agreement.
The consummation of the Merger is expected to occur on or about
June 3, 2014, subject to certain customary closing conditions.
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.
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
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
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
Ward
Deborah Buks
713-869-0707
dbuks@wardcc.com
Molly LeCronier
713-869-0707
mlecronier@wardcc.com
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