ATS Inc., a Member of Australia's Woodside Group, to Make All-Cash Proposal to Acquire Energy Partners, Ltd. (''EPL'').COVINGTON, La. -- ATS Inc.: --ATS to offer US$23.00 per share in cash, subject to an increase to US$24.00 per share in cash under certain circumstances --ATS proposal would provide a 25% premium (or, under certain circumstances, a 30% premium) to EPL's latest closing price (25 August 2006) of US$18.40 --Acquisition would build strongly on the Woodside Group's existing presence in the Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east , while retaining EPL's strong presence in the New Orleans New Orleans (ôr`lēənz –lənz, ôrlēnz`), city (2006 pop. 187,525), coextensive with Orleans parish, SE La., between the Mississippi River and Lake Pontchartrain, 107 mi (172 km) by water from the river mouth; founded area ATS Inc., 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, is making an all-cash proposal to acquire for US$23.00 per share the outstanding shares of common stock of Energy Partners, Ltd. (NYSE NYSE See: New York Stock Exchange :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. ), an independent oil and gas producer which operates in the Gulf of Mexico. ATS's base offer price of US$23.00 per share represents a premium above EPL's latest closing price (25 August 2006) of US$18.40 as follows: 1 day 25% -------------------------------- 30 calendar day average 28% -------------------------------- 60 calendar day average 27% -------------------------------- 90 calendar day average 24% -------------------------------- ATS currently holds 1,719,000 shares in EPL, or about 4.5% of the shares outstanding as reported in EPL's latest quarterly filing. ATS intends to take its offer directly to EPL's stockholders by commencing an all-cash tender offer for the outstanding EPL shares. ATS's offer is conditional on EPL stockholders voting down the company's current merger agreement with Stone Energy Corporation (NYSE: SGY SGY Skagway, AK, USA (Airport Code) SGY Suomen Geoteknillinen Yhdistys (Finnish Geotechnical Society) ). Other standard terms and conditions will also apply. ATS intends to solicit proxies against this merger. ATS is filing litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. in the Delaware Court of Chancery court of chancery n. pl. courts of chancery A court with jurisdiction in equity. Noun 1. court of chancery - a court with jurisdiction in equity chancery today seeking, among other things, to invalidate certain provisions of the merger agreement between SGY and EPL relating to two termination fees. The first fee has already been advanced from EPL on behalf of SGY in payment of a termination fee in respect of SGY's previously announced merger with Plains Exploration and Production Company. The second fee would be payable from EPL to SGY in the event of a termination of their current merger agreement under certain circumstances. If either termination fee is invalidated, ATS intends to benefit EPL's stockholders by increasing the offer price to US$23.50 per share. This increased offer would represent a premium above EPL's latest closing price (25 August 2006) of US$18.40 as follows: 1 day 28% -------------------------------- 30 calendar day average 31% -------------------------------- 60 calendar day average 30% -------------------------------- 90 calendar day average 27% -------------------------------- If both termination fees are invalidated, ATS intends to benefit EPL's stockholders by increasing the offer price to US$24.00 per share. This increased offer would represent a premium above EPL's latest closing price (25 August 2006) of US$18.40 as follows: 1 day 30% -------------------------------- 30 calendar day average 33% -------------------------------- 60 calendar day average 33% -------------------------------- 90 calendar day average 30% -------------------------------- Woodside Petroleum Ltd. is Australia's largest publicly-listed oil and gas company. It was established in 1954, is listed on the Australian Stock Exchange Australian Stock Exchange (ASX) Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987. and has a market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. of about US$22 billion. Woodside has its headquarters in Perth, Australia and has about 3400 employees. It has exploration interests in eleven countries, and production from four. Woodside is best known as the operator and one-sixth owner of the North West Shelf Venture, Australia's biggest natural resources project. The Venture is a major producer of liquefied natural gas liquefied natural gas: see under natural gas. Liquefied natural gas (LNG) A product of natural gas which consists primarily of methane. Its properties are those of liquid methane, slightly modified by minor constituents. , liquid petroleum gas, pipeline gas, crude oil and condensate. The Woodside Group has been active in the United States since 1999 and has offices in Los Angeles, Houston and Covington. This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of EPL. The proposed tender offer for the outstanding shares of EPL common stock described in this press release has not commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to a tender offer statement (including an offer to purchase, a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and other offer documents) filed with the Securities and Exchange Commission ("SEC"). EPL stockholders are advised to read these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety when they become available because they will contain important information. EPL stockholders may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the offer, at 1-888-750-5834. THIS PRESS RELEASE DOES NOT CONSTITUTE A SOLICITATION OF A PROXY, FOR OR WITH RESPECT TO THE ANNUAL MEETING OR ANY SPECIAL MEETING OF THE COMPANY'S STOCKHOLDERS. ANY SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO SEPARATE PROXY SOLICITATION COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
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