Published on September 17, 2007
--
WITH
LOGO -- TO BUSINESS AND ENERGY EDITORS:
VAALCO
Energy, Inc. Authorizes Stock Buy Back Program and Adopts Stockholder Rights
Plan
HOUSTON,
Sept. 14 /PRNewswire-FirstCall/ -- VAALCO Energy, Inc.
(NYSE:
EGY) (the "Company") today announced that its Board of Directors has authorized
the purchase of up to $20 million of the Company's common stock and has adopted
a Stockholder Rights Plan (the "Plan").
The
Stock
Buy-Back Program
Pursuant
to the Company's common stock buy-back program, shares of common stock will
be
purchased on the open market or through privately negotiated transactions from
time-to-time during the 12 month period following the board's authorization.
Under the authorization, the timing and amount of purchases would be based
upon
market conditions, securities law limitations and other factors. The stock
buy-back program does not obligate the Company to acquire any specific number
of
shares in any period, and may be modified, suspended, extended or discontinued
at any time without prior notice. The Company currently has outstanding 60.3
million diluted average shares of common stock.
Robert
Gerry, III, Chairman and CEO of VAALCO, commented "by instituting this share
repurchase program, the Company is affirming its confidence and optimism for
its
future plans, as well as its commitment to shareholder value. The Company's
strong balance sheet and good cash flow allows it to take advantage of the
current share price opportunity while at the same time continuing to pursue
attractive growth options. We believe that the repurchase of our shares will
be
an attractive investment for the Company and for its shareholders."
The
Shareholders Rights Plan
The
Plan
creates a dividend of one right for each outstanding share of the Company's
Common Stock. The rights are represented by and traded with the Company's Common
Stock. Initially, there will be no separate certificates or market for the
rights.
The
rights do not separate from the Common Stock unless one or both of the following
conditions are met: a public announcement that a person has acquired 15% or
more
of the Common Stock of the Company, or a tender or exchange offer is made which,
if completed, would result in the bidder beneficially owning 15% or more of
the
Common Stock of the Company.
Should
either of the aforementioned conditions be met and the rights become
exercisable, each right will entitle the holder thereof to buy 1/1,000th of
a
share of the Company's Series B Preferred Stock at an exercise price of $20.00.
Each fractional share of the Series B Preferred Stock will essentially be the
economic equivalent of one share of Common Stock.
Under
certain circumstances the rights entitle the holders to buy the Company's stock
at a 50% discount. In the event that (1) the Company is the surviving
corporation in a merger or other business combination with an entity that owns
15% or more of the Company's outstanding stock; (2) any person shall acquire
beneficial ownership of 15% of the Company's outstanding stock; or (3) there
is
any type of recapitalization of the Company that results in an increase by
more
than 1% the proportionate share of equity securities of the Company owned by
a
person who owns 15% or more of the Company's outstanding stock, each right
holder will have the option to buy for the purchase price Common Stock of the
Company having a value equal to two times the purchase price of the right.
Under
certain circumstances the rights entitle the holders to buy shares of the
acquiror's Common Stock at a 50% discount. In the event that, at any time after
a person has acquired 15% or more of the Company's Common Stock, (1) the Company
enters into a merger or other business combination transaction in which the
Company is not the surviving corporation; (2) the Company is the surviving
corporation in a transaction in which all or part of the Common Stock is
exchanged for cash, property or securities of any other person; or (3) more
than
50% of the assets, cash flow or earning power of the Company is sold, each
right
holder will have the option to buy for the purchase price stock of the acquiring
company having a value equal to two times the purchase price of the
right.
The
rights may be redeemed by the Company for $0.001 per right at any time until
the
first public announcement of the acquisition of beneficial ownership of 15%
of
the Company's Common Stock.
The
plan
being adopted is intended to enable all stockholders to realize the long-term
value of their investment in the Company by protecting them in the event of
an
unfair or coercive takeover attempt.
The
distribution of the rights will be made to stockholders of record as of
September 28, 2007. Stockholders of record will receive a separate mailing
describing the Plan and a copy of the Plan containing all the provisions of
the
new rights will be filed with the Securities and Exchange Commission by
September 19, 2007. The Company's Plan is similar to those adopted by many
other
companies.
About
VAALCO
VAALCO
Energy, Inc. is a Houston based independent energy company principally engaged
in the acquisition, exploration, development and production of crude oil.
VAALCO's strategy is to increase reserves and production through the exploration
of oil and natural gas properties with high emphasis on international
opportunities. The Company's properties and exploration acreage are located
primarily in Gabon and Angola, West Africa.
This
press release includes "forward-looking statements" as defined by the U.S.
securities laws. Forward-looking statements are those concerning VAALCO's plans,
expectations, and objectives for future operations and activities. All
statements included in this press release that address activities, events or
developments that VAALCO expects, believes or anticipates will or may occur
in
the future are forward-looking statements. These statements are based on
assumptions made by VAALCO based on its experience, perception of historical
trends, current conditions, expected future developments and other factors
it
believes are appropriate in the circumstances. Such statements are subject
to a
number of assumptions, risks and uncertainties, many of which are beyond
VAALCO's control. These risks include, but are not limited to, inflation, lack
of availability, goods, services and capital, environmental risks, drilling
risks, foreign operational risks and regulatory changes. Investors are cautioned
that forward-looking statements are not guarantees of future performance and
that actual results or developments may differ materially from those projected
in the forward-looking statements. These risks are further described in VAALCO's
annual report on form 10K/A for the year ended December 31, 2006 and other
reports filed with the SEC which can be reviewed at http://www.sec.gov, or
which
can be received by contacting VAALCO at 4600 Post Oak Place, Suite 309, Houston,
Texas 77027, (713) 623-0801.
SOURCE
VAALCO Energy, Inc.