Confident that Consent Solicitation is Lawful
and Most Efficient Pathway to Deliver Needed Change at VAALCO
Believe VAALCO’s Proposal of “Special Meeting”
to Amend Charter is a Transparent Stall Tactic to Confuse
Shareholders and Delay Their Voices Being Heard
Group 42, Inc. and Bradley Radoff (and related entities)
(“the Group”), together the beneficial owners of approximately
11.1% of the outstanding shares of VAALCO Energy, Inc. ("VAALCO" or
the "Company") (NYSE:EGY), and the Company’s largest stockholder,
today issued the following statement:
We have reviewed VAALCO’s claims regarding the legality of our
consent solicitation with legal counsel in Delaware and we remain
fully confident that our intended consent solicitation is legal and
proper under established Delaware law and that the Charter
provision on which the Company purports to rely is invalid because
it conflicts with Delaware law. As a result, we are proceeding with
our consent solicitation to replace four members of the VAALCO
Board and reverse the tide of operational, financial and governance
missteps that have led to the destruction of significant
shareholder value under the oversight of the current Board of
Directors.
We also view VAALCO’s suggestion of a December “Special Meeting”
as a transparent tactic to confuse shareholders and delay their
voices being heard. If the Board is truly committed to “shareholder
democracy” as they claim, then they can simply take all necessary
steps to enforce the shareholders’ will for Board change should a
majority of the shareholders consent to our solicitation. This is
the simplest and most genuine way for the Board to comply with
their fiduciary duties and show respect for their shareholders’
wishes.
It is also the view of Group 42 and Bradley Radoff that the
public offer from VAALCO to add one director representative of our
Group on the Board without any of the incumbents taking
responsibility and stepping down is woefully insufficient to effect
the real, meaningful transformation that is immediately needed on
the Board. We have made every effort over the past four months,
including several private communications, to reach a
mutually-agreeable resolution but so far the Board has only
continued to repeat the same deeply inadequate offer. We do not see
this as a good faith attempt to resolve our differences nor do we
think shareholders deserve so little input in the boardroom.
We are very disappointed that this Board is choosing to resort
to unsubstantiated challenges to our consent solicitation and
pushes for complicated special meeting procedures instead of simply
taking responsibility for the destruction of shareholder value on
their watch and willingly replacing some discredited incumbents to
make room for fresh ideas in the boardroom and the shareholder
democracy they claim to support.
With these facts in mind, we urge VAALCO’s Board of Directors to
comply with their fiduciary duty and immediately set a record date
for the consent solicitation in order to resolve this matter as
expeditiously as possible for the benefit of all shareholders.
About Group 42, Inc.:
Group 42 is a U.S.-based holding company that delivers
innovative energy services to international and enterprise class
customers around the globe. Through its subsidiaries and
international joint ventures, it partners with other multinational
energy companies that have expertise in applying
technology-oriented solutions. Group 42 operates in North
America, Asia Pacific, the Arabian Gulf, West
Africa and the North Sea.
About Bradley L. Radoff:
Bradley L. Radoff is a private investor based
in Houston, Texas.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Group 42, Inc. (“Group 42”), together with the other
participants named herein (collectively, the “Group 42-BLR Group”),
has made a preliminary filing with the Securities and Exchange
Commission (“SEC”) of a consent statement and an accompanying
consent card to be used to solicit consents from stockholders of
VAALCO Energy, Inc., a Delaware corporation (“VAALCO” or the
“Company”), for a number of proposals, the ultimate effect of which
would be to remove four current members of the Board of Directors
of VAALCO, and replace them with the Stockholder Group’s four
highly qualified director nominees.
THE GROUP 42-BLR GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE
ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF
THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' CONSENT SOLICITOR.
Group 42, Inc., Paul A. Bell, BLR Partners LP (“BLR Partners”),
BLRPart, LP (“BLRPart GP”), BLRGP Inc. (“BLRGP”), Fondren
Management, LP (“Fondren Management”), FMLP Inc. (“FMLP”), The
Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff,
Pete J. Dickerson, Michael Keane, and Joshua E. Schechter are
participants in this solicitation.
As of the date hereof, Group 42 owned directly 2,499,692 shares
of Common Stock. Paul A. Bell, who serves on the board and as the
President and Chief Executive Officer of Group 42, may be deemed to
beneficially own the 2,499,692 shares owned by Group 42. As of the
date hereof, BLR Partners owned directly 1,951,095 shares of Common
Stock. BLRPart GP, as the general partner of BLR Partners, may be
deemed to beneficially own the 1,951,095 shares owned by BLR
Partners. BLRGP, as the general partner of BLRPart GP, may be
deemed to beneficially own the 1,951,095 shares owned by BLR
Partners. Fondren Management, as the investment manager of BLR
Partners, may be deemed to beneficially own the 1,951,095 shares
owned by BLR Partners. FMLP, as the general partner of Fondren
Management, may be deemed to beneficially own the 1,951,095 shares
owned by BLR Partners. As of the date hereof, the Radoff Foundation
owned directly 85,000 shares of Common Stock. As of the date
hereof, Bradley L. Radoff owned directly 1,938,905 shares of Common
Stock and, as the sole stockholder and sole director of each of
BLRGP and FMLP and a director of Radoff Foundation, may be deemed
to beneficially own the 1,951,095 shares owned by BLR Partners and
the 85,000 shares owned by the Radoff Foundation. As of the date
hereof, none of Messrs. Dickerson, Keane or Schechter beneficially
owned any shares of Common Stock.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151120005957/en/
Investors:Innisfree M&A IncorporatedScott
Winter / Jonathan Salzberger212-750-5833orMedia:Sloane
& CompanyElliot Sloane, 212-446-1860orDan Zacchei,
212-446-1882
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