TIDMEGY
RNS Number : 9379V
Vaalco Energy Inc
15 August 2022
VAALCO ENERGY, INC. Sets Record Date for Special Meeting
HOUSTON - August 15, 2022 - VAALCO Energy, Inc. (NYSE: EGY; LSE:
EGY), a Delaware corporation ("VAALCO"), today announced that its
Board of Directors has set the record date for a special meeting of
its stockholders to consider and vote on its proposed strategic
business combination transaction with TransGlobe Energy Corporation
(TSX: TGL; Nasdaq: TGA; AIM: TGL), an Alberta corporation
("TransGlobe"), whereby VAALCO Energy Canada ULC, an Alberta
unlimited liability company and an indirect wholly-owned subsidiary
of VAALCO ("AcquireCo") will acquire all of the issued and
outstanding TransGlobe common shares pursuant to a plan of
arrangement (the "arrangement") with TransGlobe becoming a direct
wholly-owned subsidiary of AcquireCo and an indirect wholly-owned
subsidiary of VAALCO.
The record date for the special meeting will be August 24, 2022.
Stockholders of record of VAALCO as of the close of business on
August 24, 2022, the record date for the special meeting, will be
entitled to notice of and to vote at the special meeting. The date
of the special meeting will be determined and announced at a later
time.
About VAALCO
VAALCO, founded in 1985, is a Houston, USA based, independent
energy company with production, development and exploration assets
in the West African region.
VAALCO is an established operator within the region, holding a
63.6% participating interest in the Etame Marin block, located
offshore Gabon, which to date has produced over 126 million barrels
of crude oil and of which VAALCO is the operator.
About TransGlobe
TransGlobe is a cash flow-focused oil and gas exploration and
development company whose current activities are concentrated in
the Arab Republic of Egypt and Canada. TransGlobe's common shares
trade on the Toronto Stock Exchange and the AIM market of the
London Stock Exchange under the symbol "TGL" and on the Nasdaq
Capital Market under the symbol "TGA."
For Further Information
VAALCO Energy, Inc. (General and Investor Enquiries) +00 1 713 623 0801
Website: www.vaalco.com
Al Petrie Advisors (US Investor Relations) +00 1 713 543 3422
Al Petrie / Chris Delange
Buchanan (UK Financial PR) +44 (0) 207 466 5000
Ben Romney / J on Krinks /Chris Judd VAALCO@buchanan.uk.com
Important Information About the Proposed Arrangement and Where
to Find It
In connection with the proposed arrangement, VAALCO intends to
file preliminary and definitive proxy statements with the
Securities and Exchange Commission (the "SEC"). The preliminary and
definitive proxy statements and other relevant documents will be
sent or given to the stockholders of VAALCO as of the record date
established for voting on the proposed arrangement and will contain
important information about the proposed arrangement and related
matters. Stockholders of VAALCO and other interested persons are
advised to read, when available, the preliminary proxy statement
and any amendments thereto and, once available, the definitive
proxy statement, in connection with VAALCO's solicitation of
proxies for the meeting of stockholders to be held to approve,
among other things, the issuance of shares of VAALCO common stock
in connection with the proposed arrangement because the proxy
statement will contain important information about VAALCO,
TransGlobe and the proposed arrangement. When available, the
definitive proxy statement will be mailed to VAALCO's stockholders
as of the record date of August 24, 2022. Stockholders will also be
able to obtain, without charge, copies of (i) the proxy statement,
once available, (ii) the other filings with the SEC that have been
incorporated by reference into the proxy statement and (iii) other
filings containing information about VAALCO, TransGlobe and the
proposed arrangement, at the SEC's website at www.sec.gov or by
directing a request to: VAALCO Energy, Inc., 9800 Richmond Avenue,
Suite 700, Houston, TX 77042, Attention: Secretary, telephone:
(713) 623-0801.
Participants in the Proposed Arrangement Solicitation
VAALCO, TransGlobe and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from VAALCO's stockholders in connection with the proposed
arrangement. VAALCO's stockholders and other interested persons may
obtain, without charge, more detailed information (i) regarding the
directors and officers of VAALCO in VAALCO's 2021 Annual Report on
Form 10-K filed with the SEC on March 11, 2022, its proxy statement
relating to its 2022 Annual Meeting of Stockholders filed with the
SEC on April 22, 2022 and other relevant materials filed with the
SEC when they become available; and (ii) regarding TransGlobe's
directors and officers in TransGlobe's 2021 Annual Information
Form, which is attached as Exhibit 99.1 to Form 40-F, filed with
the SEC on March 17, 2022 and other relevant materials filed with
the SEC when they become available. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to VAALCO's stockholders in connection with
the proposed arrangement will be set forth in the proxy statement
for the proposed arrangement when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed arrangement will be
included in the proxy statement that VAALCO intends to file with
the SEC.
Forward-Looking Statements
This document includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), Section 21E of the Securities Exchange Act
of 1934, as amended, which are intended to be covered by the safe
harbors created by those laws and other applicable laws and
"forward-looking information" within the meaning of applicable
Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. All statements other than
statements of historical fact may be forward-looking statements.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"forecast," "outlook," "aim," "target," "will," "could," "should,"
"may," "likely," "plan," "probably" or similar words may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this document may include, but are not limited to,
statements relating to (i) the proposed arrangement and its
expected terms, timing and closing, including receipt of required
approvals, if any, satisfaction of other customary closing
conditions and expected changes and appointments to the executive
team and board of directors; (ii) estimates of pro forma reserves
and future drilling, production and sales of crude oil and natural
gas; (iii) estimates of future cost reductions, synergies,
including pre-tax synergies, savings and efficiencies; (iv)
expectations regarding VAALCO's ability to effectively integrate
assets and properties it may acquire as a result of the proposed
arrangement into VAALCO's operations; (v) expectations regarding
future exploration and the development, growth and potential of
VAALCO's and TransGlobe's operations, project pipeline and
investments, and schedule and anticipated benefits to be derived
therefrom; (vi) expectations regarding future investments or
divestitures; (vii) expectations of future dividends and returns to
stockholders including share buybacks; (viii) expectations of
future balance sheet strength and credit ratings including pro
forma financial metrics; (ix) expectations of future equity and
enterprise value; (x) expectations regarding the listing of the
common stock, par value $0.10 of VAALCO ("VAALCO common stock") on
the New York Stock Exchange and London Stock Exchange; and
delisting of TransGlobe shares from Nasdaq, the Toronto Stock
Exchange and Alternative Investment Market; (xi) expectations
regarding the percentage share of the combined company that are
expected to be owned by existing VAALCO stockholders and TransGlobe
shareholders; (xii) expectations of future plans, priorities, focus
and benefits of the proposed arrangement and the combined company;
(xiii) the combined company's environmental, social and governance
related focus and commitments, and the anticipated benefits to be
derived therefrom; (xiv) terms of hedging contracts; and (xv)
expectations relating to resource potential and the potential to
add reserves.
Additionally, statements relating to "reserves" are deemed to be
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated and can be
profitably produced in the future. Forward-looking statements
regarding the percentage share of the combined company that are
expected to be owned by existing VAALCO stockholders and TransGlobe
shareholders have been calculated based on each company's vested
outstanding shares as of the date of the arrangement agreement.
Dividends of VAALCO beyond the third quarter 2022 have not yet been
approved or declared by the board of directors of VAALCO. VAALCO
management's expectations with respect to future dividends,
annualized dividends or other returns to stockholders, including
share buybacks, are forward-looking statements. Investors are
cautioned that such statements with respect to future dividends and
share buybacks are non-binding. The declaration and payment of
future dividends or the terms of any share buybacks remain at the
discretion of the board of directors of VAALCO and will be
determined based on VAALCO's financial results, balance sheet
strength, cash and liquidity requirements, future prospects, crude
oil and natural gas prices, and other
factors deemed relevant by the board of directors of VAALCO. The
board of directors of VAALCO reserves all powers related to the
declaration and payment of dividends. Consequently, in determining
the dividend to be declared and paid on VAALCO common stock, the
board of directors of VAALCO may revise or terminate the payment
level at any time without prior notice. Such forward-looking
statements are subject to risks, uncertainties and other factors,
which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking
statements. These risks and uncertainties include, but are not
limited to: the ability to obtain stockholder, shareholder, court
and regulatory approvals (if any) in connection with the proposed
arrangement; the ability to complete the proposed arrangement on
the anticipated terms and timetable; the possibility that various
closing conditions for the proposed arrangement may not be
satisfied or waived; risks relating to any unforeseen liabilities
of VAALCO and/or TransGlobe; the tax treatment of the arrangement
in the United States and Canada; declines in oil or natural gas
prices; the level of success in exploration, development and
production activities; adverse weather conditions that may
negatively impact development or production activities; the timing
and costs of exploration and development expenditures; inaccuracies
of reserve estimates or assumptions underlying them; revisions to
reserve estimates as a result of changes in commodity prices;
impacts to financial statements as a result of impairment
write-downs; the ability to generate cash flows that, along with
cash on hand, will be sufficient to support operations and cash
requirements; the ability to attract capital or obtain debt
financing arrangements; currency exchange rates and regulations;
actions by joint venture co-owners; hedging decisions, including
whether or not to enter into derivative financial instruments;
international, federal and state initiatives relating to the
regulation of hydraulic fracturing; failure of assets to yield oil
or gas in commercially viable quantities; uninsured or underinsured
losses resulting from oil and gas operations; inability to access
oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and
regulations governing oil and gas operations; the ability to
replace oil and natural gas reserves; any loss of senior management
or technical personnel; competition in the oil and gas industry;
the risk that the proposed arrangement may not increase VAALCO's
relevance to investors in the international exploration and
production industry, increase capital market access through scale
and diversification or provide liquidity benefits for stockholders;
and other risks described (i) under the caption "Risk Factors" in
VAALCO's 2021 Annual Report on Form 10-K filed with the SEC on
March 11, 2022; and (ii) in TransGlobe's 2021 Annual Report on Form
40-F, filed with the SEC on March 17, 2022 or TransGlobe's annual
information form for the year ended December 31, 2021 dated March
17, 2022. Neither VAALCO nor TransGlobe is affirming or adopting
any statements or reports attributed to the other (including prior
oil and gas reserves information) in this document or made by the
other outside of this document. More information on potential
factors that could affect VAALCO's or TransGlobe's financial
results will be included in the preliminary and the definitive
proxy statements that VAALCO intends to file with the SEC in
connection with VAALCO's solicitation of proxies for the meeting of
stockholders to be held to approve, among other things, the
issuance of shares of VAALCO common stock in connection with the
proposed arrangement. There may be additional risks that neither
VAALCO nor TransGlobe presently knows, or that VAALCO or TransGlobe
currently believes are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect
VAALCO's and TransGlobe's expectations, plans or forecasts of
future events and views as of the date of this document. Should one
or more of these risks or uncertainties materialize, or should any
of the assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. No obligation is being undertaken to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
No Offer or Solicitation
This document shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed arrangement. This document is for
information purposes only and shall not constitute a recommendation
to participate in the proposed arrangement or to purchase any
securities. This document does not constitute an offer to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe
for any securities in any jurisdiction, nor shall there be any sale
of securities in any states or jurisdictions 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 Securities
Act, or by means of a prospectus approved by the U.K. Financial
Conduct Authority, or an exemption therefrom.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGPUUURUPPGRC
(END) Dow Jones Newswires
August 15, 2022 02:00 ET (06:00 GMT)
Vaalco Energy (LSE:EGY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Vaalco Energy (LSE:EGY)
Historical Stock Chart
From Apr 2023 to Apr 2024