Coastal Mails Meeting Materials
December 13 2013 - 12:27PM
HOUSTON, Dec. 13, 2013 (GLOBE NEWSWIRE) -- Coastal
Energy Company ("Coastal") (TSX:CEN)
(AIM:CEO) announced today that it has mailed a management
information circular (the "Circular") to Coastal shareholders in connection
with the extraordinary meeting to be held on January 6, 2014 (the
"Meeting") to consider and vote on
the proposed transaction (the "Merger") with Condor Acquisition (Cayman) Limited
("Purchaser"), a newly-incorporated
entity controlled by Compañía Española de Petróleos, S.A.U.
("CEPSA") and in which Strategic
Resources (Global) Limited ("SRG")
is an investor. The Merger involves the acquisition by Purchaser of
all of the issued and outstanding common shares of Coastal
("Common Shares") at a price of
C$19.00 per Common Share in cash by way of a plan of merger under
section 233 of the Companies Law (2013 Revision)
of the Cayman Islands.
The Merger requires the approval of at least 66
2/3% of the votes cast by Coastal shareholders present in person or
by proxy at the Meeting, as well as majority of minority approval
of Coastal shareholders in accordance with Multilateral Instrument
61-101 - Protection of Minority Shareholders in
Special Transactions.
Included in the Circular is the unanimous
recommendation of Coastal's Board of Directors that Coastal
shareholders vote FOR the Merger. Certain directors, senior
officers and other shareholders of Coastal, holding in aggregate
approximately 37.2 million Common Shares, representing
approximately 32.81% of the Common Shares in issue, have entered
into voting support agreements with the Purchaser and have agreed
to vote their Common Shares in favour of the transaction, subject
to the terms and conditions of such agreements.
The Circular and related documents have been filed
with Canadian securities regulators and are available at
www.sedar.com and www.coastalenergy.com.
Subject to receipt of the approval of Coastal
shareholders at the Meeting and the satisfaction or waiver of all
other conditions specified in the merger agreement, the Merger is
expected to become effective on or about January 15, 2014 (the
"Effective Date"). Upon completion
of the Merger, Coastal will become a wholly-owned subsidiary of
Purchaser and the Common Shares will be delisted from the Toronto
Stock Exchange ("TSX") as soon as
practicable following the Effective Date. In addition, it is
proposed that the depositary interests representing Common Shares
will be delisted from the AIM market operated by the London Stock
Exchange plc ("AIM") as soon as
practicable following the Effective Date.
Forward-Looking
Statements
This news release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws and which are based on the expectations,
estimates and projections of management of the parties as of the
date of this news release unless otherwise stated. More
particularly and without limitation, this news release contains
forward-looking statements and information concerning the
anticipated timing of the Meeting.
Forward-looking statements are defined by
applicable securities legislation and are qualified by the inherent
risks and uncertainties surrounding future expectations generally
and also may materially differ from actual future experience
involving any one or more of such statements. Such risks and
uncertainties include: uncertainties as to the timing of the
Merger; the anticipated timing of the Meeting and uncertainties as
to whether shareholders of Coastal will approve the Merger; the
risk that competing offers will be made; the possibility that
various closing conditions for the Merger may not be satisfied or
waived; the possibility that various regulatory or other approvals
will not be granted; the satisfaction of various other conditions
to the completion of the merger as contemplated by the merger
agreement; the anticipated timing of the delisting of the Common
Shares and the depositary interests representing Common Shares from
the TSX and AIM, respectively; and the possibility that expected
benefits may not materialize as expected.
Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on other factors
that could affect the operations or financial results of the
parties is included in reports on file with the applicable
securities authorities. The forward-looking statements and
information contained in this news release are made as of the date
hereof and the parties undertake no obligation to update publicly
or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws.
About Coastal
Coastal is an international exploration and
production company with principal assets in Thailand and Malaysia.
Coastal owns and operates 100% of Blocks G5/43 and G5/50 in the
Gulf of Thailand as well as varying interests onshore northeast
Thailand including a 13.7% interest in the Phu Horm gas field.
Coastal is also party to a Small Field Risk Service Contract with
PETRONAS for the development and production of petroleum from the
Kapal, Banang and Meranti cluster of small fields offshore
Peninsular Malaysia.
About CEPSA
CEPSA is an integrated energy company operating at
every stage of the oil value chain, with more than 11,000
employees. It is engaged in petroleum and natural gas exploration
and production activities; refining, the transport and sale of
crude oil derivatives; petrochemicals, gas, and electricity. CEPSA
is Spain's fourth largest industrial group in terms of turnover and
has been in the market for more than 80 years. Through progressive
internationalization of its activities, CEPSA also has business
interests in Algeria, Brazil, Canada, Colombia, Panama, Peru and
Portugal and sells its products all over the world. CEPSA is wholly
owned by International Petroleum Investment Company, which is
wholly owned by the Abu Dhabi government.
About SRG
SRG is a private investment holding company
controlled by international value investor Larry Low H P.
CONTACT: Coastal Energy Company
Email: investor@CoastalEnergy.com
+1 (713) 877-6793
NOMAD
Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Andrew Emmott
+44 (0) 20 7409 3494
CEPSA
Ignacio Rodriguez-Solano
Ignacio.Rodriguez-Solano@cepsa.com
+34 91 3376766
SRG
Edelman on behalf of SRG
Lex.suvanto@edelman.com / Samantha.nelson@edelman.com
+1 212 729 2463
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Coastal Energy Company via Globenewswire
HUG#1749952
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