Believe that Company’s Statements Are Aimed at
Confusing Shareholders and Derailing Valid Consent Solicitation
Process
Group 42 and Bradley Radoff Will Proceed with
Intended Consent Solicitation and Will Be Relentless in Effort to
Ensure the Board Honors Rights of Majority of Shareholders
Group 42, Inc. and Bradley Radoff (and related entities)
(“the Group”), together the beneficial owners of approximately
11.1% of the outstanding shares of VAALCO Energy, Inc. ("VAALCO" or
the "Company") (NYSE: EGY), and the Company’s largest
stockholder, today issued the following statement to explain in
clear and simple terms the legal questions VAALCO has misleadingly
raised with regard to the Group’s intended consent
solicitation:
- Our consent solicitation is a legal,
valid and proper process to replace directors on VAALCO’s Board.
VAALCO’s claim is that their directors have a duty to enforce a
Charter provision that is invalid under Delaware law. We do not
agree that any Delaware Board has a duty to shut down shareholder
action in order to enforce an invalid provision in violation of the
state statute.
- Our consent solicitation is the most
efficient, effective and democratic way for the shareholders’
voices to be heard. So why is the Board offering to call a special
meeting instead? Simple. Because as disclosed in the Company’s
filing with the SEC this morning, at such a special meeting, as a
pre-condition to shareholders voting on our proposals they will
first have to approve by the vote of 66 2/3% of the outstanding
shares an amendment to the invalid Charter provision that does not
need to be amended for a valid removal of directors. In other
words, by adding a requirement that shareholders invalidate the
already invalid provision the Board is making it more likely that
they will keep their jobs.
- The Board’s claim that it is “committed
to shareholder democracy” seems disingenuous at best given their
actions. We do not view as “shareholder democracy” an attempt to
force shareholders to pursue an unnecessary special meeting process
that imposes hurdles to shareholders voicing their positions.
Certainly not when there is a perfectly valid consent solicitation
process that we, their largest shareholder, are already pursing. A
Board committed to shareholder democracy would not have adopted a
poison pill despite their shareholders unequivocally voting against
a poison pill just a few years ago.
- The Board claims that we have
“threatened litigation” and otherwise tries to imply that our
pursuit of a valid consent solicitation is a choice for protracted
and expensive litigation. This is once again not true. We have not
threatened litigation because we do not see any reason to go to
court when the Delaware statute is extremely clear in its language
that “any director or the entire board may be removed, with or
without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors…” If the Board’s view
of shareholder democracy involves challenging in court
shareholders’ ability to remove directors despite the clear
language of the statute then this is their prerogative. We do
not desire litigation, however, should the Board attempt to enforce
invalid charter provisions, we will most vigorously defend our
right and the rights of all VAALCO shareholders to replace the
Company’s directors as permitted by the Delaware statute.
Similarly, if we successfully gather sufficient number of consents
to remove VAALCO directors and the Board attempts to disregard
shareholders and challenges the results we will be relentless in
seeking validation of the results in the Delaware courts if
necessary and seeing the shareholders’ will implemented.
It is clear to us that the Board is simply trying to avoid
accountability for VAALCO’s share price being down 56% this year,
the reckless drilling of a $27.2 million dry hole, and G&A
costs that are impossible to justify in light of the current
environment.
So instead the Board is apparently trying to change the
conversation with confusing and misleading statements that run
counter to the facts and the law. We feel it is important to set
the record straight with shareholders and make clear that our
intended consent solicitation is legal and valid. As a result, we
remain committed to proceeding with soliciting consents to replace
a majority of the Company’s Board of Directors. We will not allow
VAALCO’s transparent attempts to mislead investors to get in the
way of overdue change at the Company.
Further, we reiterate our Group’s willingness to meet with the
Board at any time to discuss a reasonable settlement that would
bring meaningful change to VAALCO. We remain disappointed that
despite our extensive efforts to engage with the Board over the
past four months, they continue to only repeat the same inadequate
offer, demonstrating a complete lack of good faith to resolve this
situation. Our only objective is to deliver value for all
shareholders of VAALCO, and we remain steadfast in this
conviction.
About Group 42, Inc.:
Group 42 is a U.S.-based holding company that delivers
innovative energy services to international and enterprise class
customers around the globe. Through its subsidiaries and
international joint ventures, it partners with other multinational
energy companies that have expertise in applying
technology-oriented solutions. Group 42 operates in North
America, Asia Pacific, the Arabian Gulf, West
Africa and the North Sea.
About Bradley L. Radoff:
Bradley L. Radoff is a private investor based
in Houston, Texas.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Group 42, Inc. (“Group 42”), together with the other
participants named herein (collectively, the “Group 42-BLR Group”),
has made a preliminary filing with the Securities and Exchange
Commission (“SEC”) of a consent statement and an accompanying
consent card to be used to solicit consents from stockholders of
VAALCO Energy, Inc., a Delaware corporation (“VAALCO” or the
“Company”), for a number of proposals, the ultimate effect of which
would be to remove four current members of the Board of Directors
of VAALCO, and replace them with the Stockholder Group’s four
highly qualified director nominees.
THE GROUP 42-BLR GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE
ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF
THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' CONSENT SOLICITOR.
Group 42, Inc., Paul A. Bell, BLR Partners LP (“BLR Partners”),
BLRPart, LP (“BLRPart GP”), BLRGP Inc. (“BLRGP”), Fondren
Management, LP (“Fondren Management”), FMLP Inc. (“FMLP”), The
Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff,
Pete J. Dickerson, Michael Keane, and Joshua E. Schechter are
participants in this solicitation.
As of the date hereof, Group 42 owned directly 2,499,692 shares
of Common Stock. Paul A. Bell, who serves on the board and as the
President and Chief Executive Officer of Group 42, may be deemed to
beneficially own the 2,499,692 shares owned by Group 42. As of the
date hereof, BLR Partners owned directly 1,951,095 shares of Common
Stock. BLRPart GP, as the general partner of BLR Partners, may be
deemed to beneficially own the 1,951,095 shares owned by BLR
Partners. BLRGP, as the general partner of BLRPart GP, may be
deemed to beneficially own the 1,951,095 shares owned by BLR
Partners. Fondren Management, as the investment manager of BLR
Partners, may be deemed to beneficially own the 1,951,095 shares
owned by BLR Partners. FMLP, as the general partner of Fondren
Management, may be deemed to beneficially own the 1,951,095 shares
owned by BLR Partners. As of the date hereof, the Radoff Foundation
owned directly 85,000 shares of Common Stock. As of the date
hereof, Bradley L. Radoff owned directly 1,938,905 shares of Common
Stock and, as the sole stockholder and sole director of each of
BLRGP and FMLP and a director of Radoff Foundation, may be deemed
to beneficially own the 1,951,095 shares owned by BLR Partners and
the 85,000 shares owned by the Radoff Foundation. As of the date
hereof, none of Messrs. Dickerson, Keane or Schechter beneficially
owned any shares of Common Stock.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151124005654/en/
Investors:Innisfree M&A IncorporatedScott
Winter / Jonathan Salzberger212-750-5833orMedia:Sloane
& CompanyElliot Sloane, 212-446-1860or Dan Zacchei,
212-446-1882
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