OKLAHOMA CITY, OK, Feb. 27, 2014 /CNW/ - 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 firstname.lastname@example.org.
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.
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
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.
For further information:
President and CEO
Senior Vice President Finance and CFO