Press release from GlobeNewswire (a Nasdaq OMX company)
Coastal Shareholders Vote in Favor of Merger
Monday, January 06, 2014
Coastal Shareholders Vote in Favor of Merger10:30 EST Monday, January 06, 2014
HOUSTON, Jan. 6, 2014 (GLOBE NEWSWIRE) -- Coastal Energy Company ("Coastal") (TSX:CEN) (AIM:CEO) announced today that its shareholders have voted to approve the merger (the "Merger") with Condor Acquisition (Cayman) Limited ("Purchaser"). As previously announced on November 19, 2013, 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, entered into a definitive merger agreement with Coastal pursuant to which it would acquire all of Coastal's issued and outstanding shares. The Merger was approved by 97.56% of the votes cast at Coastal's extraordinary meeting of shareholders. Under the terms of the Merger, Coastal shareholders will receive consideration of C$19.00 in cash for each common share of Coastal (each, a "Common Share").
The Merger is expected to become effective as soon as practicable following the satisfaction or waiver of certain conditions specified in the merger agreement (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, provided the Merger has been completed prior to such time, the depositary interests representing Common Shares will be delisted from the AIM market operated by the London Stock Exchange plc ("AIM") with effect from 7:00 am (UK time) on January 16, 2014.
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 completion of the Merger, the delisting of Common Shares from the TSX and the delisting of depositary interests representing Common Shares from the AIM.
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 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.Suvanto@edelman.com / Samantha.Nelson@edelman.com +1 212 729 2463