Woodside Unit Makes 'Best and Final' Offer for EPL
ATS, a subsidiary of Woodside Petroleum Ltd., Australia's largest publicly listed oil and gas company, has announced that $23 per share is its best and final price in its all-cash tender offer for the shares of common stock of Energy Partners, Ltd.
ATS also confirmed that it does not intend to extend its offer past 11:59 p.m. (New York City Time) on November 17, 2006, unless it has received consents constituting a majority of EPL shares in connection with its consent solicitation and a majority of EPL shares have been tendered into its offer, or all of the conditions to its offer have been satisfied. If the tender offer expires, ATS will withdraw its consent solicitation and expects that each of its nominees to serve as directors of EPL will withdraw his consent to serve on the board of directors of EPL.
ATS President Mark Chatterji said: "ATS has tried on several occasions to obtain access to any confidential data that EPL might have that could have assisted us in further evaluating our offer price. EPL was not willing to provide such access to ATS unless we first agreed to extend our tender offer into 2007 and suspend our consent solicitation. We are not willing to extend our tender offer or to suspend our consent solicitation, which is designed to facilitate prompt closing of our tender offer."
"Despite the fall in commodity prices since our offer commenced, ATS has maintained its offer price at $23 per share. There have been no competing bids for EPL, despite the fact that our offer has been outstanding for two and a half months. Since EPL terminated its merger with Stone Energy over a month ago, the EPL board has repeatedly attempted to frustrate the consummation of our offer but has made no assurances to its shareholders that it will be able to obtain another bid for EPL, much less a bid which is superior to our $23 offer. In fact to date the only information the EPL board has provided stockholders is the assurance that a number of confidentiality agreements have been signed, hardly comparable to a $23 all cash offer."
The complete terms and conditions of the offer are set forth in the Offer to Purchase, a Supplement to the Offer to Purchase and the 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.
ATS Inc., Woodside Petroleum Ltd. and Woodside Finance Ltd have filed a consent statement with the SEC relating to a consent solicitation to remove each of the members of Energy Partners, Ltd.'s board of directors and to elect nominees of ATS to the EPL board of directors. The definitive consent statement has been mailed to the stockholders of Energy Partners, Ltd.
ATS, Woodside Petroleum, Woodside Finance and their respective directors and executive officers, ATS's director nominees and other persons are participants in the solicitation of consents from stockholders of EPL in respect of the proposed transaction. The identity of and information regarding persons who, under the SEC rules, are considered participants in the solicitation of consents from EPL in connection with ATS's consent solicitation are contained in the preliminary consent statement filed with the SEC by ATS, Woodside Finance and Woodside Petroleum.
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