EPL Delivers Definitive Agreement to Stone Energy
16 Giugno 2006 - 2:04PM
Business Wire
Energy Partners, Ltd. ("EPL") (NYSE:EPL) today announced that it
has delivered a definitive merger agreement to the Board of
Directors of Stone Energy Corporation ("Stone") (NYSE:SGY). The
proposed transaction is valued at approximately $2.2 billion, which
values Stone's equity at approximately $1.4 billion and includes
approximately $800 million of Stone debt. Under the terms of the
agreement, EPL has offered to acquire all of the outstanding shares
of Stone for $51.00 in cash or stock at the election of the holder,
subject to a collar and other limitations as described below. The
offer expires at 9:00 pm EDT on Sunday, June 18, 2006. The
financial terms of EPL's definitive merger agreement reflect
factors including additional Stone debt related to an acquisition
contemplated by Stone in the Gulf of Mexico, as well as the vesting
of approximately 361,000 restricted Stone shares that will result
from the merger with EPL. EPL expects the proposed transaction to
be immediately accretive to EPL's cash flow per share and to
deliver substantial annual cost savings. EPL anticipates that the
combined company will generate significant cash flow and will have
the ability to substantially reduce debt. The transaction is not
subject to any financing contingency. EPL has received a commitment
letter from Bank of America, N.A. and affiliates for the financing
of the transaction. Richard A. Bachmann, EPL's Chairman and CEO,
commented, "After conducting a thorough due diligence process, we
continue to be excited about the combination of our two companies.
Given our highly complementary fit, the financial benefits of our
offer remain compelling for Stone shareholders. By joining together
to create a premier E&P company, we will be well-positioned to
generate considerable upside value for shareholders of both
companies. We now look forward to the Stone Board's determination
that our offer is superior to the existing agreement with Plains
Exploration and Production Company." Under the terms of EPL's
revised offer, each share of Stone common stock will be converted
into the right to receive, at the election of the holder: (i)
$51.00 in cash, or (ii) EPL shares equivalent to the ratio
determined by dividing $51.00 by the market price of EPL shares
(based on a 20-day trading average prior to the third trading day
preceding the closing), provided that the exchange ratio will not
be greater than 2.525 or less than 2.106 EPL shares per Stone
share. The election of cash or stock will be subject to a limit on
total cash consideration of approximately $723 million (which
includes $15.5 million attributable to stock options) and a limit
on the total number of EPL shares issued of approximately 35
million. Assuming that shareholders receive a combination of half
cash and half stock, the current value of the total consideration
would be $49.10 per share based upon EPL's closing stock price of
$18.69 on June 15, 2006. This represents a premium of approximately
13% over the current value of the Plains Exploration and Production
Company's ("Plains") (NYSE:PXP) offer for Stone based upon the
Plains closing stock price of $34.74 on June 15, 2006. Founded in
1998, EPL is an independent oil and natural gas exploration and
production company based in New Orleans, Louisiana. The Company's
operations are focused along the U.S. Gulf Coast, both onshore in
south Louisiana and offshore in the Gulf of Mexico. Any statements
made in this news release, other than those of historical fact,
about an action, event or development, which the Company hopes,
believes or anticipates may or will occur in the future, are
"forward-looking statements" under U. S. securities laws. Such
statements are subject to various assumptions, risks and
uncertainties, which are specifically described in our Annual
Report on Form 10-K for fiscal year ended December 31, 2005 filed
with the Securities and Exchange Commission. Forward-looking
statements are not guarantees of future performance or an assurance
that the Company's current assumptions and projections are valid.
Actual results may differ materially from those projected.
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