Energy XXI Gulf Coast Provides Statement on Merger With Affiliates of Cox Oil LLC
21 September 2018 - 8:45PM
Energy XXI Gulf Coast, Inc. (“EGC” or the “Company”) (NASDAQ: EGC)
today provided a statement regarding the closing of the merger with
affiliates of Cox Oil LLC (“Cox”).
As EGC previously announced on September 10,
2018, on September 9, 2018, EGC and Cox entered into an Amendment
No. 1 to the Agreement and Plan of Merger to provide for the
closing date of the merger to occur on October 10, 2018. The
amendment also provided that Cox cannot refuse to consummate the
merger because of any material adverse events occurring on or after
the date of the amendment until the closing date.
In addition, as previously announced, at EGC’s
September 6, 2018 special meeting of stockholders, EGC received the
two-thirds stockholder approval required for EGC’s stockholders to
approve the merger. None of the voting results from the EGC
special meeting will adversely affect the closing of the
merger.
In anticipation of the September 10, 2018
scheduled closing date, the FTSE Russell 2000 Index began the
process to remove EGC’s common stock from the index. On
September 19, 2018, FTSE Russell informed EGC that, under FTSE
Russell’s procedures, FTSE Russell was unable to reverse this
action, even though the merger closing date had been extended.
EGC and Cox continue to work toward closing the
merger on October 10, 2018.
Merger of EGC and Cox
As previously announced on June 18, 2018, the
EGC Board of Directors unanimously approved a merger transaction
with affiliates of Cox, an independent, privately-held entity that
owns and operates assets in the Gulf of Mexico. Pursuant to the
terms of the merger agreement, Cox will acquire all the outstanding
shares of EGC common stock for $9.10 per fully diluted share in
cash, for a total consideration of approximately $322 million. This
represents a 21% premium to EGC’s closing share price on June 15,
2018.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements relate to the
pending merger transaction with Cox. These statements, including
those relating to the intent, beliefs, plans, or expectations of
EGC are based upon current expectations and are subject to a number
of risks, uncertainties, and assumptions that could cause actual
results to differ materially from the expectations expressed. It is
not possible to predict or identify all such factors and the
following lists of factors should not be considered a complete
statement of all potential risks and uncertainties.
With respect to the pending merger transaction
between EGC and Cox, those factors include, but are not limited to:
(i) the risk that the transaction may not be completed on October
10, 2018 or at all, which may adversely affect EGC’s business and
the price of EGC’s stock; (ii) the failure to satisfy the
conditions to the consummation of the transaction; (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; (iv) the
effect of the announcement or pendency of the transaction, as well
as the merger agreement’s limitations on EGC’s conduct of business,
on EGC’s business relationships, operating results, and business
generally; (v) risks that the proposed transaction disrupts EGC’s
current plans and operations; (vi) risks regarding the failure to
obtain the necessary financing to complete the proposed
transaction; (vii) the impact of the removal of EGC’s common
stock from the FTSE Russell 2000 Index and (viii) lawsuits
related to the pending merger.
While EGC makes these statements in good faith,
EGC assumes no obligation and expressly disclaims any duty to
update the information contained herein except as required by
law.
About the Company
Energy XXI Gulf Coast, Inc. is an exploration
and production company headquartered in Houston, Texas that is
engaged in the development, exploitation and acquisition of oil and
natural gas properties in conventional assets in the U.S. Gulf
Coast region, both offshore in the Gulf of Mexico and onshore in
Louisiana and Texas. To learn more, visit EGC’s website at
www.energyxxi.com.
Investor Relations Contact
Al PetrieInvestor Relations Coordinator
713-351-3171apetrie@energyxxi.com
Argelia HernandezInvestor Relations Specialist
713-351-3175ahernandez@energyxxi.com
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