OKLAHOMA CITY,
OK, Feb. 27, 2014 /PRNewswire/
- Equal Energy Ltd. ("Equal" or the "Company") (NYSE:EQU)
(TSX:EQU.TO) confirms that due to the terms of the arrangement
agreement dated December 6, 2013
("Arrangement Agreement") with Petroflow Energy Corporation and
Petroflow Canada Acquisition Corp. (collectively defined as
"Petroflow") pursuant to which Equal and Petroflow will complete a
plan of arrangement under the Business Corporations Act
(Alberta) (the "Arrangement"),
Equal will not pay a dividend in the first quarter of 2014.
Pursuant to the Arrangement Agreement, holders
of Equal's common shares ("Equal Shares") (who have not validly
exercised their right to dissent) will be entitled to receive
USD$5.43 per Equal Share (the
"Arrangement Consideration") they own immediately prior to the
effective time ("Effective Time") of the Arrangement, in cash,
subject to adjustment pursuant to the terms of the Arrangement
Agreement, less applicable withholding taxes and deductions.
Pursuant to the Arrangement Agreement, if, on or
after the date of the Arrangement Agreement, Equal declares, sets
aside or pays any dividend or other distribution, other than the
dividend designated as a permitted dividend by the Arrangement
Agreement ("Permitted Dividend"), payable in cash, securities,
property or otherwise with respect to the Equal Shares, or sets a
record date therefore that is prior to the Effective Time, then the
Arrangement Consideration will be adjusted to reflect each such
dividend or other distribution by way of a reduction in the
Arrangement Consideration by an amount equal to the amount of such
dividend or distribution per Equal Share. Pursuant to the
Arrangement Agreement, the Permitted Dividend means the
USD$0.05 per Equal Share ordinary
course dividend declared on November 14, 2013 and paid on December 20, 2013 to holders of record on
December 2, 2013.
Additional information and where to find
it:
Equal has filed with the Securities and Exchange
Commission (the "SEC") a preliminary proxy statement in connection
with the proposed transaction, and once finalized Equal will
furnish the proxy statement to its shareholders. The
preliminary proxy statement contains important information about
the proposed Arrangement and related matters. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT,
AND, WHEN AVAILABLE, THE FINAL PROXY STATEMENT CAREFULLY. Investors
and shareholders may obtain free copies of the preliminary proxy
statement and other documents filed with the SEC by Equal through
the website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders may obtain free copies of the
preliminary proxy statement from Equal by telephone at (405)
242-6000, or by mail at: Equal Energy Ltd., 4801 Gaillardia Pkwy,
Suite 325, Oklahoma City, OK,
73142 Attn: Investor Relations.
The preliminary proxy statement has also been
filed on the Canadian SEDAR filing system at www.sedar.com, and is
also available on Equal's website at www.equalenergy.ca.
Equal and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of Equal in connection with the proposed
transaction. Information regarding the interests of these directors
and executive officers in the transaction described herein is
included in the proxy statement described above. Additional
information regarding these directors and executive officers is
also included in Equal's proxy statement for its 2013 Annual and
Special Meeting of Shareholders, which was filed with the SEC on
April 4, 2013. This document is
available free of charge at the SEC's web site at www.sec.gov, and
from Equal by telephone at (405) 242-6000, or by mail at: Equal
Energy Ltd., 4801 Gaillardia Pkwy, Suite 325, Oklahoma City, OK, 73142 Attn: Investor
Relations.
Any Equal shareholder that has questions or
requires more information with regard to the voting of Equal Shares
should contact Kingsdale Shareholder Services Inc. by toll-free
telephone in North America at
1-866-581-1479 or collect call outside North America at 416-867-2272, or by e-mail at
contactus@kingsdaleshareholder.com.
About Equal Energy:
Equal Energy is an oil and gas exploration and
production company based in Oklahoma
City, Oklahoma. Our oil and gas assets are centered on the
Hunton liquids-rich natural gas property in Oklahoma. Our shares are listed on the New
York Stock Exchange and the Toronto Stock Exchange under the symbol
(EQU). Our convertible debentures are listed on the Toronto Stock
Exchange under the symbols EQU.DB.B.
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 the Arrangement Consideration. 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. 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.
SOURCE Equal Energy Ltd.