OKLAHOMA CITY,
July 8, 2014 /PRNewswire/ - Equal
Energy Ltd. ("Equal") (NYSE: EQU) (TSX: EQU) 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.