HOUSTON, Dec. 23, 2015
/PRNewswire/ -- VAALCO Energy, Inc. (NYSE: EGY) ("VAALCO" or "the
Company"), today announced that it has entered into an agreement
with Group 42, Inc., Bradley L.
Radoff and certain other participants (collectively, the
"Group 42-BLR Group"), which beneficially owns approximately 11.1%
of the Company's outstanding stock, regarding the composition of
the VAALCO Board of Directors and certain other positive
changes. In connection with the agreement, the Group 42-BLR
Group has withdrawn its consent solicitation to replace a majority
of the directors of VAALCO, and the Company has cancelled its plans
for a special meeting of stockholders on January 5, 2016.
Under the terms of the agreement, incumbent directors Messrs.
James B. Jennings and O. Donaldson Chapoton will retire from the
Board, effective immediately. VAALCO will appoint the
Chairman of Group 42, Mr. Michael
Keane, to its Board and the Nominating and Corporate
Governance and Compensation committees effective immediately. In
connection with the settlement with the Group 42-BLR Group, the
Board has also appointed another independent director, a
representative of another stockholder of the Company.
In addition, VAALCO has committed to nominate for
election a mutually agreeable independent member to its Board at
the 2016 annual meeting of stockholders. VAALCO has agreed to
fix the size of the Board at no more than seven members until the
2016 annual meeting of stockholders at which time it will be
increased to no more than eight members. The Company has also
agreed to separate its Chairman and Chief Executive Officer roles.
Mr. Andrew Fawthrop will assume the
role of Chairman of the Board and Mr. Michael Keane will become Vice Chairman,
effective immediately.
Pursuant to the agreement, VAALCO has also terminated its
stockholder rights plan.
The Group 42-BLR Group agreed to vote all of its shares in favor
of the VAALCO Board's nominees at the 2016 annual meeting of
stockholders and has entered into other customary standstill and
voting commitments.
Andrew Fawthrop, VAALCO's newly
appointed Chairman, commented: "We believe this agreement with the
Group 42-BLR Group reflects a collaborative solution and we have
appreciated their valuable input on ways to improve the
Company. We welcome Michael as a new independent director of
the VAALCO Board and expect to benefit from his perspective as we
continue to execute our strategy to drive enhanced value for
stockholders and ensure that VAALCO successfully navigates a
challenging environment for the oil and gas industry. On behalf of
the Board, I want to thank Jim and Don for their distinguished
service and contributions to VAALCO. Jim and Don have
provided the VAALCO Board with valuable insights and direction
drawn from decades of combined business experience."
"We appreciate VAALCO's constructive approach and the
collaborative solutions offered by all parties and believe this
agreement represents a great step in the right direction for VAALCO
and its stockholders," said Paul A.
Bell, Group 42's Chief Executive Officer and a principal
member of the Group 42-BLR Group. "We look forward to working
together with Steve and his team towards our mutual goal of
positioning VAALCO for success and increasing long-term value for
all stockholders."
Steve Guidry, Chief Executive
Officer and Director, said: "We are pleased to have reached an
agreement. We look forward to working with our new board members in
focusing and executing on our business strategy."
The Delaware Chancery Court
ruled as invalid the provision in VAALCO's stockholder-approved
charter that states the Company's duly elected directors can be
removed from office only for cause.
Vinson & Elkins L.L.P. and Young
Conaway Stargatt & Taylor, LLP are serving as legal
counsel to the Company. Olshan Frome Wolosky LLP is serving
as legal advisor to the Group 42-BLR Group.
About Michael Keane
Mr. Keane is an executive with over 25 years of experience in
business strategy, corporate finance and investment banking. He has
served as the Chairman of the Board at Group 42, Inc. since 2010.
Keane was previously a Clinical Professor of Finance at the
University of Southern California's
Marshall School of Business where he
served for more than 10 years teaching courses in investments and
corporate finance. He has also been a corporate finance executive
for several NYSE-traded companies and was Managing Director of
Investment Banking for Susquehanna International Group, Seidler
Companies, Incorporated, and Kemper Securities, where he
specialized in mergers and acquisitions, public offerings and
private placements. Michael
Keane holds a law degree from the University of Texas, and an MBA in Finance from the
University of Chicago.
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 the emphasis on international
opportunities. The Company's properties and exploration
acreage are located primarily in Gabon, Angola
and Equatorial Guinea in
West Africa.
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.
Forward Looking Statements
This news release 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, and are intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are those concerning
VAALCO's plans, expectations, and objectives for future drilling,
completion and other operations and activities. All statements,
other than statements of historical facts, included in this news
release 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 annual report on Form 10-K for
the year ended December 31, 2014,
subsequent quarterly reports on Form 10-Q, 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. VAALCO assumes no obligation to update any
forward-looking statement as of any future date.
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SOURCE VAALCO Energy, Inc.