Press release from GlobeNewswire (a Nasdaq OMX company)
Coastal Mails Meeting Materials
Friday, December 13, 2013
Coastal Mails Meeting Materials08:45 EST Friday, December 13, 2013
HOUSTON, Dec. 13, 2013 (GLOBE NEWSWIRE) -- Coastal Energy Company ("Coastal") (TSX:CEN) (AIM:CEO) announced today that it has mailed a management information circular (the "Circular") to Coastal shareholders in connection with the extraordinary meeting to be held on January 6, 2014 (the "Meeting") to consider and vote on the proposed transaction (the "Merger") with Condor Acquisition (Cayman) Limited ("Purchaser"), a newly-incorporated entity controlled by Compañía Española de Petróleos, S.A.U. ("CEPSA") and in which Strategic Resources (Global) Limited ("SRG") is an investor. The Merger involves the acquisition by Purchaser of all of the issued and outstanding common shares of Coastal ("Common Shares") at a price of C$19.00 per Common Share in cash by way of a plan of merger under section 233 of the Companies Law (2013 Revision) of the Cayman Islands.
The Merger requires the approval of at least 66 2/3% of the votes cast by Coastal shareholders present in person or by proxy at the Meeting, as well as majority of minority approval of Coastal shareholders in accordance with Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions.
Included in the Circular is the unanimous recommendation of Coastal's Board of Directors that Coastal shareholders vote FOR the Merger. Certain directors, senior officers and other shareholders of Coastal, holding in aggregate approximately 37.2 million Common Shares, representing approximately 32.81% of the Common Shares in issue, have entered into voting support agreements with the Purchaser and have agreed to vote their Common Shares in favour of the transaction, subject to the terms and conditions of such agreements.
The Circular and related documents have been filed with Canadian securities regulators and are available at www.sedar.com and www.coastalenergy.com.
Subject to receipt of the approval of Coastal shareholders at the Meeting and the satisfaction or waiver of all other conditions specified in the merger agreement, the Merger is expected to become effective on or about January 15, 2014 (the "Effective Date"). Upon completion of the Merger, Coastal will become a wholly-owned subsidiary of Purchaser and the Common Shares will be delisted from the Toronto Stock Exchange ("TSX") as soon as practicable following the Effective Date. In addition, it is proposed that the depositary interests representing Common Shares will be delisted from the AIM market operated by the London Stock Exchange plc ("AIM") as soon as practicable following the Effective Date.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of the parties as of the date of this news release unless otherwise stated. More particularly and without limitation, this news release contains forward-looking statements and information concerning the anticipated timing of the Meeting.
Forward-looking statements are defined by applicable securities legislation and are qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: uncertainties as to the timing of the Merger; the anticipated timing of the Meeting and uncertainties as to whether shareholders of Coastal will approve the Merger; the risk that competing offers will be made; the possibility that various closing conditions for the Merger may not be satisfied or waived; the possibility that various regulatory or other approvals will not be granted; the satisfaction of various other conditions to the completion of the merger as contemplated by the merger agreement; the anticipated timing of the delisting of the Common Shares and the depositary interests representing Common Shares from the TSX and AIM, respectively; and the possibility that expected benefits may not materialize as expected.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties is included in reports on file with the applicable securities authorities. The forward-looking statements and information contained in this news release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Coastal is an international exploration and production company with principal assets in Thailand and Malaysia. Coastal owns and operates 100% of Blocks G5/43 and G5/50 in the Gulf of Thailand as well as varying interests onshore northeast Thailand including a 13.7% interest in the Phu Horm gas field. Coastal is also party to a Small Field Risk Service Contract with PETRONAS for the development and production of petroleum from the Kapal, Banang and Meranti cluster of small fields offshore Peninsular Malaysia.
CEPSA is an integrated energy company operating at every stage of the oil value chain, with more than 11,000 employees. It is engaged in petroleum and natural gas exploration and production activities; refining, the transport and sale of crude oil derivatives; petrochemicals, gas, and electricity. CEPSA is Spain's fourth largest industrial group in terms of turnover and has been in the market for more than 80 years. Through progressive internationalization of its activities, CEPSA also has business interests in Algeria, Brazil, Canada, Colombia, Panama, Peru and Portugal and sells its products all over the world. CEPSA is wholly owned by International Petroleum Investment Company, which is wholly owned by the Abu Dhabi government.
SRG is a private investment holding company controlled by international value investor Larry Low H P.
CONTACT: Coastal Energy Company Email: investor@CoastalEnergy.com +1 (713) 877-6793 NOMAD Strand Hanson Limited (Nominated Adviser) Rory Murphy / Andrew Emmott +44 (0) 20 7409 3494 CEPSA Ignacio Rodriguez-Solano Ignacio.Rodriguez-Solano@cepsa.com +34 91 3376766 SRG Edelman on behalf of SRG Lex.email@example.com / Samantha.firstname.lastname@example.org +1 212 729 2463