Energy XXI and EPL Announce Final Results of Merger Consideration Elections
June 02 2014 - 4:15PM
Energy XXI (Bermuda) Limited ("Energy XXI") (Nasdaq:EXXI)
(AIM:EXXI) and EPL Oil & Gas, Inc. ("EPL") (NYSE:EPL) jointly
announced today the final results of the merger consideration
elections made by EPL stockholders prior to the election deadline,
which expired on Friday, May 30, 2014, at 5:00 p.m., Eastern time.
The merger consideration elections were made under 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., an indirect wholly owned subsidiary of Energy XXI
("Gulf Coast"), and Clyde Merger Sub, Inc., a wholly owned
subsidiary of Gulf Coast ("Merger Sub"), pursuant to which Merger
Sub would merge with and into EPL, with the result that EPL would
become an indirect wholly owned subsidiary of EXXI (the
"Merger").
In addition to the share totals shown below, 836,311 additional
shares of EPL common stock are not yet outstanding, but are
issuable in connection with the net exercise of outstanding stock
options. In accordance with the Merger Agreement, each net exercise
share will be converted into $39.00 in cash, without proration.
Including these net exercise shares, a total of 39,928,038 shares
of EPL common stock will receive merger consideration in the
Merger.
|
|
Election |
EPL Shares |
Cash Election, excluding stock option
net exercise shares |
30,578,387 |
Mixed Election, including no
election |
2,643,862 |
Stock Election |
1,143,812 |
No Election (Note 1) |
4,725,666 |
Note 1: Under the Merger Agreement, EPL stockholders who did not
make an election prior to the May 30th deadline are treated as
having made a Mixed Election.
Based on these preliminary results, each share of EPL common
stock would be converted into the following Merger
Consideration:
|
|
|
|
|
Energy XXI |
Election |
Cash |
Stock |
Cash Election, excluding stock option
net exercise shares |
$25.92 |
0.5595 |
Mixed Election, including no
election |
$25.35 |
0.5840 |
Stock Election |
$0.00 |
1.6690 |
Each EPL stockholder had the choice to elect to receive, for
each share of EPL common stock held by that stockholder, $39.00 in
cash ("Cash Election"), 1.669 shares of Energy XXI common stock
("Stock Election") or a combination of $25.35 in cash and 0.584 of
a share of Energy XXI common stock ("Mixed Election" and
collectively the "Merger Consideration"), subject to proration with
respect to the Stock Election and the Cash Election 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.
The Merger is expected to be completed 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 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
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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