DGAP-News: Coastal Mails Meeting Materials
(firmenpresse) - DGAP-News: Coastal Energy Company /
Coastal Mails Meeting Materials
13.12.2013 / 17:47
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HOUSTON, 2013-12-13 17:47 CET (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 Companyia Espanyola de Petroleos, 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.
Forward-Looking Statements
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.
About Coastal
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.
About CEPSA
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.
About SRG
SRG is a private investment holding company controlled by international value
investor Larry Low H P.
CONTACT: Coastal Energy Company
Email: investor(at)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(at)cepsa.com
+34 91 3376766
SRG
Edelman on behalf of SRG
Lex.suvanto(at)edelman.com / Samantha.nelson(at)edelman.com
+1 212 729 2463
News Source: NASDAQ OMX
End of Corporate News
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13.12.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Coastal Energy Company
3355 West Alabama
Houston TX 77098Cayman Islands
Phone: +1 (713) 877-6725
Fax: +1 (713) 877-7144
E-mail: investor(at)coastalenergy.com
Internet: www.coastalenergy.com
ISIN: KYG224041189
Listed: Foreign Exchange(s) London, Toronto
End of News DGAP News-Service
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244791 13.12.2013
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Datum: 13.12.2013 - 17:47 Uhr
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