OKLAHOMA CITY , July 8, 2014 /CNW/ - Equal Energy Ltd. ("Equal") (EQU) (EQU.TO) is pleased to announce the results of its
special meeting (the "Meeting") of the holders (the "Equal Shareholders") of common shares (the "Common Shares"), held on July 8, 2014 , to consider and vote on, among other matters,
a plan of arrangement (the "Arrangement"), under the Business Corporations Act ( Alberta ), involving Equal, Equal Shareholders, Petroflow Energy
Corporation ("Petroflow") and Petroflow Canada Acquisition Corp, a wholly-owned subsidiary of
Petroflow ("Petroflow Sub"), pursuant to which Petroflow Sub will acquire all of the issued and
outstanding Common Shares of Equal.
Approval of Arrangement
By special resolution passed at the Meeting, the Arrangement was
approved by 86.22% of the votes cast by Equal Shareholders, and 85.92%
of the votes cast by the holders of Common Shares excluding Common
Shares beneficially owned or over which control or direction is
exercised by such persons whose votes may not be included in
determining minority approval pursuant to Multilateral instrument
61-101 - Protection of Minority Security Holders in Special Transactions.
Update on Timing of Completion of Arrangement
The application for the Final Order of the Court of Queen's Bench of
Alberta will be made by Equal on July 9, 2014. Equal anticipates that
the Arrangement will be completed on or prior to July 31, 2014 .Following the completion of the Arrangement, it is expected that the
Common Shares will be delisted from the Toronto Stock Exchange and the
New York Stock Exchange. Equal's convertible debentures are expected to
remain listed on the Toronto Stock Exchange following the completion of
the Arrangement.
As previously disclosed under the Arrangement, Petroflow Sub will
acquire all of the outstanding Common Shares for US$5.43 in cash per
share. Upon completion of the Arrangement, Equal Shareholders will also
receive a cash dividend of US$0.05 per share.
Vote Results on Other Matters
At the Meeting, Equal Shareholders also considered an advisory vote on
the compensation that will be paid to Equal's named executive officers
in connection with the completion of the Arrangement (the "Compensation Proposal"). The Compensation Proposal was approved by 58.10% of the votes cast
by Equal Shareholders.
About Equal Energy
Equal Energy is an oil and gas exploration and production company based
in Oklahoma City, Oklahoma . Equal's oil and gas assets are centered on
the Hunton liquids-rich natural gas property in Oklahoma . The Common
Shares are listed on the New York Stock Exchange and the Toronto Stock
Exchange under the symbol (EQU) and are expected to be delisted from
both exchanges following the completion of the Arrangement. Equal's
convertible debentures are listed on the Toronto Stock Exchange under
the symbol EQU.DB.B and are expected to remain listed following the
completion of the Arrangement.
Forward-looking Statements
Certain information in this press release constitutes forward-looking
statements under applicable securities laws including statements
relating to the completion of the Arrangement and payment of
consideration and the dividend pursuant to the Arrangement. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by terms
such as "may," "should," "anticipate," "expects," "seeks" and similar
expressions.
Forward-looking statements necessarily involve known and unknown risks,
such as risks associated with oil and gas production; marketing and
transportation; loss of markets; volatility of commodity prices;
currency and interest rate fluctuations; imprecision of reserve and
future production estimates; environmental risks; competition;
incorrect assessment of the value of acquisitions; failure to realize
the anticipated benefits of dispositions; inability to access
sufficient capital from internal and external sources; changes in
legislation, including but not limited to income tax, environmental
laws and regulatory matters; and failure to satisfy all conditions to,
and to complete, the Arrangement, including the failure of Petroflow to
obtain financing for the completion of the Arrangement. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on forward-looking
statements as there can be no assurance that the plans, intentions or
expectations upon which they are placed will occur. Such information,
although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ
materially from those anticipated. Forward looking statements contained
in this press release are expressly qualified by this cautionary
statement.
Additional information on these and other factors that could affect
Equal's operations or financial results are included in Equal's reports
on file with Canadian and U.S. securities regulatory authorities and
may be accessed through the SEDAR website (www.sedar.com), the SEC's website (www.sec.gov), Equal's website (www.equalenergy.ca) or by contacting Equal. Furthermore, the forward looking statements
contained in this press release are made as of the date of this press
release, and Equal does not undertake any obligation to update publicly
or to revise any of the included forward-looking statements, whether as
a result of new information, future events or otherwise, except as
expressly required by securities law.
All dollar values are in US dollars unless otherwise stated.
SOURCE Equal Energy Ltd.