ATS Confirms Best and Final Offer Price and Final Date for Expiration of Its Tender Offer.* ATS Confirms That $23 is Its Best and Final Tender Offer Price * EPL 1. EPL - Early PL/I. 2. EPL - Experimental Programming Language. 3. EPL - Eden Programming Language. U Washington. Based on Concurrent Euclid and used with the Eden distributed OS. Influenced Emerald and Distributed Smalltalk. Stockholders Have until This Friday, November 17, 2006 to Tender into the Offer * ATS Will Withdraw Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with If Tender Offer Expires COVINGTON, La. -- ATS, a subsidiary of Woodside Petroleum Woodside Petroleum Limited is an Australian petroleum exploration and production company. It is a public company listed on the Australian Stock Exchange and has its headquarters in Perth, Western Australia. Ltd. (ASX ASX See: Australian Stock Exchange :WPL WPL Woodside Petroleum Limited (Perth, WAS, Australia; stock symbol) WPL Winnipeg Public Library (Canada) WPL Western Plaguelands (gaming, World of Warcraft) ), 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. (NYSE NYSE See: New York Stock Exchange :EPL). ATS also confirmed that it does not intend to extend its offer past 11:59 p.m. (New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. 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 CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. 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 Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , 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. IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC: ATS Inc., Woodside Petroleum Ltd. and Woodside Finance Ltd have filed a consent statement with the SEC relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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. EPL STOCKHOLDERS ARE ADVISED TO READ THE CONSENT STATEMENT AND OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of the consent statement and other relevant documents filed by ATS at the SEC's web site at http://www.sec.gov. The consent statement and such other documents may also be obtained for free from ATS by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. , 20th Floor, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10022, stockholders call toll-free at (877) 456-3427 (banks and brokers call collect at (212) 750-5833). ATS, Woodside Petroleum, Woodside Finance and their respective directors and executive officers, ATS's director nominees and other persons are participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual 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. This press release is for informational purposes only and does not constitute an offer or invitation to purchase nor a solicitation of an offer to sell any securities of EPL. ATS, Woodside Finance and Woodside Petroleum have previously filed a Schedule TO with the SEC containing an offer to purchase all of the outstanding shares of common stock of EPL for $23 per share. The tender offer is being made solely by means of the offer to purchase, a supplement to the offer to purchase, and the exhibits filed with respect thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. (including the letter of transmittal), which contains the full terms and conditions of the tender offer. Investors and security holders are urged to read the offer to purchase, the supplement to the offer to purchase and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Investors and security holders may obtain a free copy of the offer to purchase, the supplement to the offer to purchase and other relevant documents (including the exhibits to the offer to purchase) at the SEC's Web Site at the address provided above. The offer to purchase and such other documents may also be obtained free of charge from ATS by directing such request to Innisfree M&A Incorporated at the address provided above. |
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