HOUSTON, Sept. 28, 2015 /PRNewswire/ -- VAALCO
Energy, Inc. (the "Company" and "VAALCO") (NYSE: EGY) today
announced that its Board of Directors has authorized the adoption
of a stockholder rights plan (the "Rights Plan"). The Rights
Plan is designed to proactively assure that all of the Company's
stockholders receive fair and equal treatment in the event of a
proposed acquisition of the Company, to guard against tactics to
gain control of the Company without paying all stockholders a
premium for that control, and to enable all of the Company's
stockholders to realize the value of their investment in the
Company. The Rights Plan is not intended to interfere with any
takeover, merger or other business combination approved by the
Board of Directors.
The adoption of the stockholders rights plan aims to protect the
interests of all VAALCO stockholders. The Board of Directors and
management look forward to continuing to engage in constructive
dialogue with stockholders regarding the Company's plans for its
business and remain committed to strengthening performance and
enhancing stockholder value.
Pursuant to the Rights Plan, the Company will issue one
preferred share purchase right for each outstanding share of the
Company's common stock to stockholders of record on the close of
business on October 7, 2015.
Initially, these rights will not be exercisable and will trade with
the shares of the Company's common stock. Unless earlier redeemed
or exchanged, the rights will expire at the close of business on
September 25, 2016.
Under the Rights Plan, the rights will generally become
exercisable only if a person or group acquires beneficial ownership
of 10 percent or more of the Company's outstanding common stock or
announces a tender or exchange offer that would result in
beneficial ownership of 10 percent or more of the Company's voting
stock. In such situation, each holder of a right will be entitled
to purchase one ten-thousandth (1/10,000) of a share of a series of
junior preferred stock at an exercise price of $7.20 per right at a 50% discount, subject to
anti-dilution adjustments.
The Company will be entitled to redeem the rights at
$0.001 per right at any time
prior to the acquisition of beneficial ownership of 10 percent or
more of the Company's common stock by a person or group.
If a stockholder or group beneficially owns 10 percent or more
of the Company's outstanding common stock at the time of the
announcement of the Rights Plan, that stockholder's existing
ownership percentage will be grandfathered, but the rights will
become exercisable if at any time after the announcement of the
Rights Plan such stockholder increases its ownership of the
Company's common stock by one share or more.
The Company also today announced that its Board of Directors has
amended and restated the Company's bylaws.
Details about the Rights Plan and the amendments to the
Company's bylaws will be contained in a Form 8-K to be filed by the
Company with the U.S. Securities and Exchange Commission.
Vinson & Elkins L.L.P. is serving as legal counsel to the
Company.
About VAALCO
VAALCO Energy, Inc. is a Houston based independent energy company
principally engaged in the acquisition, exploration, development
and production of crude oil. VAALCO's strategy is to increase
reserves and production through the exploration and exploitation of
oil and natural gas properties with high emphasis on international
opportunities. The company's properties and exploration
acreage are located primarily in Gabon, Angola
and Equatorial Guinea in
West Africa.
Other Information
This document includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are those concerning VAALCO's plans,
expectations, and objectives for future drilling, completion and
other operations and activities. All statements included in this
document that address activities, events or developments that
VAALCO expects, believes or anticipates will or may occur in the
future are forward-looking statements. These statements include
expected capital expenditures, future drilling plans, prospect
evaluations, liquidity, negotiations with governments and third
parties, expectations regarding processing facilities, and reserve
growth. These statements are based on assumptions made by VAALCO
based on its experience, perception of historical trends, current
conditions, expected future developments and other factors it
believes are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond VAALCO's control. These risks include, but are
not limited to, oil and gas price volatility, inflation, general
economic conditions, the Company's success in discovering,
developing and producing reserves, lack of availability of goods,
services and capital, environmental risks, drilling risks, foreign
operational risks, and regulatory changes. These and other risks
are further described in VAALCO's quarterly report on Form 10-Q for
the three months ended June 30, 2015,
annual report on Form 10-K for the year ended December 31, 2014, and other reports filed with
the SEC which can be reviewed at http://www.sec.gov, or which can
be received by contacting VAALCO at 9800 Richmond Avenue, Suite
700, Houston, Texas 77042, (713)
623-0801. Investors are cautioned that forward-looking statements
are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the
forward-looking statements. VAALCO disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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SOURCE VAALCO Energy, Inc.