Would Change Vote For Credible Higher-Valued Alternative
Voting Against Management "Golden Parachute" Plan
MILL VALLEY, Calif., June 27, 2014 /CNW/ - Lawndale Capital Management, LLC and its affiliate funds ("Lawndale") own more than 1.769 million, or more than 4.9%, of the shares of Equal Energy, Ltd. (N-EQU) ("Equal" or the "Company,") entitled to vote on matters relating to Equal's proposed acquisition by Petroflow Energy Corp for $5.43/share (plus an additional $0.05/share dividend) at the Company's upcoming July 8, 2014 Special Meeting.
Over the course of the past year, Lawndale, as one of Equal's largest shareholders, has disclosed its opposition to unsolicited takeover bids by Montclair Energy ("Montclair") of $4, $4.75 and $4.85 per share. Lawndale has also expressed concern with Equal's agreement to be completely acquired by Petroflow for only $5.43/share vs. higher value alternatives Lawndale considers possible.
One of the higher value alternatives Lawndale suggested Equal's board pursue was a $6/share dutch tender and leveraged recapitalization that would allow Equal shareholders continued participation in what Lawndale views as favorable prospects for Equal's vast energy resources. Montclair subsequently published an analysis that a leveraged $6/share repurchase plan would provide $7.01-$9.97/share of aggregate value to Equal shareholders. Equal's Board has rejected such a plan for undisclosed reasons.
Based on Lawndale's review of the proxy for Equal's Special Meeting, it is disappointed a fairly robust auction process resulted in a low sales price. However, Lawndale believes that the sales agreement's low break-up fee did not preclude higher alternative bids. In the absence of a credible higher-valued alternative proposal, Lawndale will reluctantly vote its shares "FOR" the proposed acquisition (Proposal #1). If a desirable alternative proposal emerges in time, Lawndale will change its vote to oppose the current transaction.
Andrew Shapiro, President of Lawndale, stated, "We believe Lawndale's active involvement in this process contributed to the increased bids and minimal deal protection hurdles."
Shapiro added, "While we fail to understand why Equal's Board didn't have the company pursue a much higher-valued leveraged buyback alternative, Montclair and other potential bidders have had ample opportunity to put forth higher, firm fully-financed offers."
Lawndale will also vote "AGAINST" the proposal to approve senior management's severance "Golden Parachute" compensation (Proposal #2) for the following reasons: 1) In Lawndale's opinion, Equal CEO Don Klapko has already been overcompensated; 2) Mr. Klapko's severance plan is tied to this very same overcompensation, and 3) the excessive severance plan creates a misaligned bias toward a complete sale of the Company vs. alternatives that allow shareholders to continue participating in Equal's future growth.
Shapiro added, "The 'Golden Parachute' proposal garners our NO vote for more compelling reasons than what caused Equal's 'Say-On-Pay' vote to go down in flaming defeat at last year's Annual Meeting. We hope the Board heeds shareholder's wishes this time around."
About Lawndale Capital Management, LLC
Lawndale Capital Management, a San Francisco Bay Area-based investment advisor, has managed activist hedge funds focused on creating and unlocking shareholder value in small- and micro-cap companies for over 21 years. Lawndale applies a private equity approach through active and relational ownership of public company securities. In most investments, Lawndale plays a constructive relational role by actively working with boards and management teams to help them achieve their strategic and operating goals. In other instances, Lawndale is a direct value-unlocking catalyst, utilizing a range of tools that include aggressively promoting improvements in a company's governance and operational structures, proxy actions, asserting shareowner's legal rights and taking active roles in restructuring and buyout proposal negotiations.
SOURCE: Lawndale Capital Management, LLC