ATS Sets Final Date For Expiration of Its Tender Offer and Plans to Move Forward With Consent Solicitation to Remove EPL Board.* ATS sets $23.00 as its tender offer price - price will no longer be subject to an increase based upon the termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. 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. outcome * 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 just three more weeks to tender into the offer 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 extended its all cash tender offer of $23.00 per share for each share of common stock of Energy Partners, Ltd. (NYSE NYSE See: New York Stock Exchange :EPL) to 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. ATS also announced that this extension is the final deadline for EPL stockholders to accept its offer and that ATS does not intend to further extend beyond this deadline. As a result, EPL stockholders have just three more weeks to tender into the offer. ATS reports that it has fixed the tender offer at $23.00 per share after electing to discontinue legal action against EPL which, if successful, would have increased the offer to up to $24.00 per share. ATS ceased its legal action challenging the termination-related fees paid by EPL in relation to its failed merger with Stone Energy because it became clear that its claims would not be resolved on a timely basis. EPL argued against the expedition of this litigation and 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 determined not to set an expedited trial date. ATS believes that EPL's actions resisting expedition demonstrate that it clearly had no interest in recapturing for its stockholders the excessive termination fees paid by EPL in connection with its terminated merger agreement with Stone Energy Corporation. ATS still intends to commence its 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 to remove the current members of the EPL board and replace them with persons nominated by ATS. The consent solicitation is intended to facilitate the success of the ATS offer by putting into place a board of directors that ATS believes will be more receptive to the offer, and who will remove the poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. adopted by the current EPL board in response to the ATS offer. ATS President Mark Chatterji said: "The current board elected to take the company into a merger with Stone Energy Company which it later said was not in the best interests of stockholders, and in the process handed over more than $50 million - around $1.34 per share - in termination fees it should never have had to pay. This is just one of the recent decisions by the company's board which appears to have reduced EPL's financial resources without any discernible return to its stockholders. "EPL stockholders have just three more weeks to make a decision. They have a choice between accepting the ATS offer of $23.00 per share in cash for their securities, or accepting the risk of sticking with a company run by a board whose recent actions have not been in the best interests of the EPL stockholders. "EPL stockholders must remember that their shares were trading at $18.40 on the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from before ATS announced this tender, significantly less than the $23.00 per share ATS is offering. "ATS has chosen to maintain its $23.00 per share offer despite the fact that the average monthly futures price Futures price The price at which parties to a futures contract agree to transact upon the settlement date. for WTI WTI West Texas Intermediate WTI Western Transportation Institute (Montana State University) WTI World Tribunal on Iraq WTI With The Idea (used in chess to point to the idea behind a specific move) oil for 2007 has fallen by 16% and the average monthly futures price for Henry Hub Henry Hub is the pricing point for natural gas futures contracts traded on the New York Mercantile Exchange (NYMEX). It is a point on the natural gas pipeline system in Erath, Louisiana. It is owned by Sabine Pipe Line LLC. natural gas for 2007 has fallen by 17% since our offer was announced on 28 August. Moreover, despite the fact that more than eight weeks have passed since we first announced our offer, there have been no other publicly announced offers to purchase EPL. Stockholders will have to decide whether they want to accept the ATS all cash offer, or allow the market to value EPL in the absence of the ATS offer. EPL shareholders should understand, however, that we have no intention of continuing our offer past November 17, 2006," Mr. Chatterji said. At the close of business on October 25, 2006, there had been 68,987 shares tendered. The complete terms and conditions of the offer are set forth in the Offer to Purchase and 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. ATS intends to distribute a supplement to its Offer to Purchase to the EPL stockholders which will describe more fully the modified terms of the offer. Copies, when available, also may be obtained by contacting the Information Agent for the offer, Innisfree M&A Incorporated, as set forth above. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC: ATS Woodside Petroleum Ltd and Woodside Finance Ltd have filed a preliminary 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 Energy Partners, Ltd. board of directors. The definitive consent statement will each be mailed to the stockholders of Energy Partners, Ltd. EPL STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of the, preliminary consent statement and when available the definitive consent statement and other relevant documents filed by ATS at the SEC's web site at http://www.sec.gov. The definitive consent statement (when available) and such other documents may also be obtained for free from ATS by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue, 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 Finance Ltd, Woodside Petroleum Ltd and their respective directors and executive officers, ATS's director nominees and other persons are participants in the solicitation of consents from stockholders of Energy Partners, Ltd. 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 Petroleum Ltd. and Woodside Finance Ltd. 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 Inc. Woodside Petroleum Ltd. and Woodside Finance Ltd. 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 and the exhibits filed with respect thereto (including the related 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 and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain (or will contain) important information. Investors and security holders may obtain a free copy of 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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