HOUSTON, May 19, 2014 /PRNewswire/ -- Endeavour
International Corporation (NYSE: END) (LSE: ENDV) today announced
that Egan-Jones Proxy Services ("Egan-Jones"), a leading proxy advisory firm, has
recommended that Endeavour stockholders vote "FOR" all three
of Endeavour's highly-qualified and experienced director nominees
on the WHITE proxy card and "FOR" all proposals up
for consideration at the Company's 2014 Annual Meeting of
Stockholders to be held on May 22,
2014.
In its May 19, 2014 report,
Egan-Jones stated1:
"We believe that support for voting the Management ballot is
merited and that voting the Management ballot (WHITE PROXY CARD) is
in the best interest of the Company and its shareholders. In
arriving at that conclusion, we have considered the following
factors:
- Our belief that Mr. Kalisman lacks relevant industry
experience.
- Our belief that, despite the Company's financial performance,
the dissidents have failed to make a persuasive case that their
joining the board with their stated plan and displacing Mr.
Connally would result in the enhancement of shareholder value.
- The dissidents appear to us by reported beneficial ownership
percentage to be more creditors of the Company through
out-of-the-money convertible notes than common shareholders of the
Company.
- We are not convinced that the election of the dissidents'
nominee to the board of directors would work to the benefit of all
shareholders."
"[W]e believe that the Company's compensation policies and
procedures are centered on a competitive pay-for-performance
culture, strongly aligned with the long-term interest of its
shareholders and necessary to attract and retain experienced,
highly qualified executives critical to the Company's long-term
success and the enhancement of shareholder value."
Commenting on the Egan-Jones
report, Endeavour issued the following statement:
We are pleased that Egan-Jones
has joined ISS in supporting the election of ALL of Endeavour's
highly qualified and experienced director nominees and concluded
that no change to Endeavour's Board of Directors is warranted.
Egan-Jones' recommendation
reinforces our belief that Endeavour has the right Board, the right
strategy and right team in place to drive growth and value creation
for all stockholders in this challenging phase for the Company. We
strongly urge all Endeavour stockholders to follow the
recommendation of Egan-Jones and
ISS and vote "FOR" all proposals up for consideration on the
WHITE proxy card today.
Endeavour stockholders are reminded that their vote is extremely
important, and that they have an opportunity to protect their
investment in Endeavour by voting FOR Endeavour's three
director nominees using the WHITE proxy card today.
If you have any
questions or require any assistance with voting your shares, or if
you need additional copies of the proxy materials, please
contact:
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MORROW & CO.,
LLC
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470 West
Avenue
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Stamford, CT
06902
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Stockholders May
Call Toll-Free: (855) 223-1287
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Banks &
Brokers May Call Collect: (203) 658-9400
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Email:
endeavourinfo@morrowco.com
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About Endeavour International Corporation
Endeavour
International Corporation is an international oil and gas
exploration and production company focused on the acquisition,
exploration and development of energy reserves in the North Sea and
United States. For more information, visit
www.endeavourcorp.com.
Forward-looking Statements
This press release
contains certain "forward-looking statements," as such term is
defined in Section 21E of the Securities Exchange Act of 1934,
as amended, relating to future events and the financial performance
of Endeavour. Such statements are only predictions and
involve risks and uncertainties, resulting in the possibility that
the actual events or performance will differ materially from such
predictions as a result of certain risk factors. As such,
readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as to management's
plans, assumptions and expectations as of the date hereof. Please
refer to Endeavour's Annual Report on Form 10-K for the year ended
December 31, 2013 filed with the SEC on March 17, 2014, Form 10-K/A filed on March 21, 2014 and other filings for a discussion
of material risk factors. Endeavour disclaims any duty to
update or alter any forward-looking statements, except as required
by applicable law.
Important Additional Information
Endeavour, its
directors, director nominees and certain of its executive officers
are participants in the solicitation of proxies from Endeavour's
stockholders in connection with Endeavour's 2014 Annual Meeting of
Stockholders. Endeavour has filed its definitive proxy
statement and form of WHITE proxy card with the U.S. Securities and
Exchange Commission (the "SEC") with respect to the 2014 Annual
Meeting of the Stockholders. ENDEAVOUR STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS AND SUPPLEMENTS), THE ACCOMPANYING WHITE
PROXY CARD AND ALL OTHER MATERIALS FILED BY ENDEAVOUR WITH THE SEC
AS THEY CONTAIN IMPORTANT INFORMATION.
Information regarding the names of Endeavour's directors,
director nominees and executive officers and their respective
interests in Endeavour, by security holdings or otherwise, is set
forth in Endeavour's definitive proxy statement and other materials
filed with the SEC. Additional information can also be found
in Endeavour's Annual Report on Form 10-K for the year ended
December 31, 2013 filed with the SEC on March 17, 2014 and Form 10-K/A filed on
March 21, 2014.
These documents, including the definitive proxy statement (and
any amendments or supplements thereto) and other documents filed by
Endeavour with the SEC, are available for no charge at the SEC's
website at www.sec.gov and at Endeavour's investor relations
website at www.endeavourcorp.com/2014AnnualMeeting.htm.
1 Permission to use quotations neither sought nor
obtained
SOURCE Endeavour International Corporation