ATS Extends Offer for Energy Partners
ATS Inc., a subsidiary of Woodside Petroleum Ltd., Australia's largest publicly listed oil and gas company, has extended its all cash premium tender offer for the shares of Energy Partners, Ltd. and has also requested that the Board of Directors of EPL set a record date for ATS's consent solicitation.
The ATS offer has been extended to 11:59 pm, New York City time on Friday October 20, 2006, unless further extended.
ATS is also pleased to announce the satisfaction of one of the conditions of its offer -- the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
As of September 28, 2006, a number of other conditions to the ATS offer remain unsatisfied. In particular, the offer is conditional on EPL stockholders voting down EPL's proposed merger with Stone Energy Corporation. ATS's extension of its offer recognizes that the necessary vote has not yet been held.
The ATS all cash offer of $23.00 per share, which is subject to an increase to $24.00 per share under certain circumstances, represents significant value to EPL stockholders. The ATS offer provides a 25% premium (30% under certain circumstances) to EPL stockholders over the stock's closing price of $18.40 on August 25, 2006, the last trading day before the ATS offer was announced.
The ATS all cash offer will be increased to $24.00 per share if ATS is successful in a court action which seeks to invalidate two termination-related fees paid or payable by EPL in relation to its merger agreement with Stone Energy.
ATS has requested that EPL's Board set a record date to determine the stockholders entitled to consent to the ATS consent solicitation to replace all of the existing members of the EPL Board of Directors. ATS has prepared a preliminary consent statement which it expects to file with the Securities and Exchange Commission (SEC) later today.
Once the statement has been declared effective by the SEC and the record date has occurred, ATS intends to solicit the consent of EPL stockholders to adopt the ATS proposals. The consent of a simple majority of the EPL stockholders is needed to replace all of the existing members of the EPL Board of Directors with the individuals who will be named in the consent statement.
ATS President Mark Chatterji said he regretted that the EPL Board of Directors has chosen to act in a manner which he believed was not in the best interests of its stockholders.
"The EPL Board of Directors is telling stockholders to dilute their ownership and incur potentially crippling levels of debt in order to pay a premium to Stone stockholders, a vulnerability that is magnified by the recent downturn in commodity prices," Mr. Chatterji said.
"ATS believes EPL stockholders should be free to choose whether to agree to this recommendation, or to instead accept the ATS premium all cash offer for their shares.
"Unfortunately, instead of allowing EPL stockholders to have a fair choice in the matter, the EPL Board of Directors has adopted a poison pill that effectively prevents EPL stockholders from realizing the benefits of the ATS offer.
"To ensure that EPL stockholders have the opportunity to enjoy the benefits of the ATS offer, we have assembled a team of highly experienced and respected oil and gas executives to replace the existing directors of EPL. As a result of previous actions by ATS, this new team can be voted into office with the written consent of a simple majority of the EPL stockholders, rather than the 85% that the EPL Board of Directors had originally attempted to stipulate."
At the close of business on September 26, 2006, there had been 23,564 shares tendered.
The complete terms and conditions of the offer are set forth in the Offer to Purchase and related Letter of Transmittal, copies of which are available by contacting the Information Agent for the offer, Innisfree M&A Incorporated. Stockholders may call toll-free: 877-456-3427; banks and brokers may call collect: 212-750-5833.
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