TIDMTGL
RNS Number : 6834X
TransGlobe Energy Corporation
31 August 2022
TRANSGLOBE ENERGY CORPORATION ANNOUNCES FILING OF MANAGEMENT
INFORMATION CIRCULAR FOR PROPOSED BUSINESS COMBINATION WITH VAALCO
ENERGY, INC.
AIM & TSX: "TGL" & NASDAQ: "TGA"
TransGlobe Energy Corporation ("TransGlobe" or the "Company") is
pleased to announce that it has filed the management information
circular ("Information Circular") and related meeting materials
(together with the Information Circular, "Meeting Materials") in
relation to the proposed business combination (the "Arrangement")
of TransGlobe and VAALCO Energy, Inc. (NYSE: EGY) (LSE: EGY)
("VAALCO") to create a world-class African-focused E&P
company.
-- The Board of Directors Unanimously Recommends that the
TransGlobe Shareholders Vote "For" the special resolution
("Arrangement Resolution") to approve the Arrangement
-- TransGlobe Shareholders who have questions about the
Arrangement or need assistance with voting their shares should
contact TransGlobe's proxy solicitation agent, D.F. King & Co.,
Inc., by phone toll-free at (888) 540-8736 (banks and brokers only
at (212) 269-5550) or by email at tga@dfking.com.
Board Recommendation
In recommending that TransGlobe shareholders vote in favour of
the Arrangement Resolution, the TransGlobe Board of Directors
considered a number of factors, including, but not limited to those
listed below:
-- Complementary Business - creates a diversified, African
focused, energy company with a complementary asset base.
-- Robust Balance Sheet - provides a strong foundation for
meaningful and sustainable shareholder returns.
-- Enlarged Production Base - step-change in production base and cash generation potential.
-- Material Reserves - increased reserve base and opportunity set of the combined companies.
-- Increased Scale - increased scale of combined company
promotes market visibility and increased liquidity.
-- Leadership Team - combination brings together two companies
with track records of value creation.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
The Meeting Materials will be mailed to TransGlobe's
shareholders shortly. The Meeting Materials contain further
information on the Arrangement and a notice convening the special
meeting of TransGlobe shareholders scheduled to be held virtually
at https://web.lumiagm.com/#/201458342, on September 29, 2022, at
9:00 a.m. (Calgary time) to consider and, if thought advisable,
approve the Arrangement Resolution.
Copies of the Meeting Materials will be available on
TransGlobe's profile on SEDAR at www.sedar.com and on TransGlobe's
website at www.trans-globe.com. TransGlobe shareholders are urged
to carefully review and consider the Meeting Materials, which
contain important information concerning the Arrangement and the
rights and entitlements of the TransGlobe shareholders in relation
thereto and to consult with their financial, tax, legal or other
professional advisors.
Detailed Expected Timeline:
The dates given in the expected timetable below are based on
TransGlobe's current expectations and may change. The precise date
for completion of the Arrangement and events leading up to and
after it are not ascertainable as at the date of this news release
as the Arrangement is subject to a number of conditions beyond the
control of TransGlobe. Defined terms in the expected timetable have
the same meaning as that set out in the glossary of terms contained
in the Information Circular.
Expected Date/Time Event
September 27, 2022 at 4:00 Deadline to submit notice of intention
p.m. (Calgary time) to appear at the Final Order
September 27, 2022 at 4:00 Deadline to exercise dissent rights
p.m. (Calgary time)
September 27, 2022 at 9:00 Deadline for Odyssey Trust Company
a.m., (Calgary time) to have received proxy forms or
voting instructions from TransGlobe
Shareholders
September 29, 2022 at 9:00 The Meeting
a.m. (Calgary time)
September 29, 2022 at 2:00 Court hearing in respect of the
p.m. (Calgary time) Final Order
October 3, 2022 at close of Trading of TransGlobe Common Shares
business (London time) suspended on AIM
October 3, 2022 at close of Trading of TransGlobe's depositary
business (London time) interests suspended from settlement
through CREST
October 3, 2022 at 11:00 p.m. Effective Time of the Arrangement
(Calgary time)
October 4, 2022 at 7:00 a.m. Trading in TransGlobe's Common Shares
(London time) on AIM cancelled
October 4, 2022 at 7:00 a.m. TransGlobe's depositary interests
(London time) in CREST cancelled
October 4, 2022 at 8:00 a.m. Depositary interests in respect
(London time) of VAALCO Shares re-admitted to
trading and Consideration Shares
admitted to trading on the Standard
Listing segment of the Official
List and to the LSE
October 4, 2022 at 7:30 a.m. TransGlobe Common Shares delisted
(Calgary time) on NASDAQ
Within 2 days following receipt TransGlobe Common Shares delisted
by the TSX of the required from TSX
documents relating to the
completion of the Arrangement
For further information, please contact:
TransGlobe Energy Corporation +1 403 264 9888
Randy Neely, President and CEO investor.relations@trans-globe.com
Eddie Ok, CFO http://www.trans-globe.com
or via Tailwind Associates
Tailwind Associates (Investor +1 403 618 8035
Relations) darren@tailwindassociates.ca
Darren Engels http://www.tailwindassociates.ca
Canaccord Genuity (Nomad & Joint-Broker)
Henry Fitzgerald-O'Connor
Gordon Hamilton +44(0) 20 7523 8000
Shore Capital (Joint Broker)
Toby Gibbs
John More +44(0) 20 7408 4090
DF King +1 212 493 6950
Richard Grubaugh tga@dfking.com
About TransGlobe
TransGlobe Energy Corporation is a cash flow-focused oil and gas
exploration and development company whose current activities are
concentrated in the Arab Republic of Egypt and Canada. TransGlobe's
common shares trade on the Toronto Stock Exchange and the AIM
market of the London Stock Exchange under the symbol TGL and on the
NASDAQ Exchange under the symbol TGA.
Forward-Looking Statements
This document includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), Section 21E of the Securities Exchange Act
of 1934, as amended, which are intended to be covered by the safe
harbors created by those laws and other applicable laws and
"forward-looking information" within the meaning of applicable
Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. All statements other than
statements of historical fact may be forward-looking statements.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"forecast," "outlook," "aim," "target," "will," "could," "should,"
"may," "likely," "plan" and "probably" or similar words may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements in this document include, but are not
limited to, statements relating to (i) the Arrangement and its
expected terms, timing and closing, including receipt of required
approvals and satisfaction of other customary closing conditions;
(ii) expectations regarding meaningful and sustainable shareholder
returns of the combined company; (iii) expectations regarding a
step-change in production base and cash generation potential of the
combined company; (iv) expectations regarding an increased reserve
base and opportunity set of the combined company; (v) the potential
for increased liquidity; and (vi) expectations of future plans,
priorities and focus and benefits of the Arrangement.
Such forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results
to differ materially from future results expressed, projected or
implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to: the ability to
obtain stockholder, shareholder, court and regulatory approvals, if
any, of the Arrangement; the ability to complete the Arrangement on
anticipated terms and timetable; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; risks relating to any unforeseen liabilities of VAALCO or
TransGlobe; the tax treatment of the Arrangement in the United
States and Canada; declines in oil or natural gas prices; the level
of success in exploration, development and production activities;
adverse weather conditions that may negatively impact development
or production activities; the timing and costs of exploration and
development expenditures; inaccuracies of reserve estimates or
assumptions underlying them; revisions to reserve estimates as a
result of changes in commodity prices; impacts to financial
statements as a result of impairment write-downs; the ability to
generate cash flows that,
along with cash on hand, will be sufficient to support
operations and cash requirements; the ability to attract capital or
obtain debt financing arrangements; currency exchange rates and
regulations; actions by joint venture co-owners; hedging decisions,
including whether or not to enter into derivative financial
instruments; international, federal and state initiatives relating
to the regulation of hydraulic fracturing; failure of assets to
yield oil or gas in commercially viable quantities; uninsured or
underinsured losses resulting from oil and gas operations;
inability to access oil and gas markets due to market conditions or
operational impediments; the impact and costs of compliance with
laws and regulations governing oil and gas operations; the ability
to replace oil and natural gas reserves; any loss of senior
management or technical personnel; competition in the oil and gas
industry; the risk that the Arrangement may not increase VAALCO's
relevance to investors in the international E&P industry,
increase capital market access through scale and diversification or
provide liquidity benefits for stakeholders; and other risks
described (i) under the caption "Risk Factors" in VAALCO's 2021
Annual Report on Form 10-K filed with the SEC on March 11, 2022;
(ii) in TransGlobe's 2021 Annual Report on Form 40-F, filed with
the SEC on March 17, 2022 or TransGlobe's annual information form
for the year ended December 31, 2021 dated March 17, 2022; and
(iii) the Information Circular. TransGlobe is not affirming or
adopting any statements or reports attributed to VAALCO (including
oil and gas reserves information) in this document or made by
VAALCO outside of this document. There may be additional risks that
TransGlobe presently does not know, or that TransGlobe currently
believes are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect TransGlobe's
expectations, plans or forecasts of future events and views as of
the date of this document. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. No obligation is
being undertaken to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Certain Assumptions Relating to Forward Looking Statements
Forward-looking statements or information are based on a number
of factors and assumptions which have been used to develop such
statements and information but which may prove to be incorrect.
Although TransGlobe believes the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements because
TransGlobe can give no assurance that such expectations will prove
to be correct. Many factors could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements contained herein.
In addition to other factors and assumptions which may be
identified in this document, assumptions have been made regarding,
among other things, anticipated production volumes; the timing of
receipt of regulatory and shareholder approvals for the
arrangement; the ability of the combined business to realize the
anticipated benefits of the arrangement; ability to effectively
integrate assets and property as a result of the Arrangement;
ability to obtain qualified staff and equipment in a timely and
cost-efficient manner; regulatory framework governing royalties,
taxes and environmental matters in the jurisdictions in which
TransGlobe and VAALCO conducts and the combined business will
conduct its business; future capital expenditures; future sources
of funding for capital programs; current commodity prices and
royalty regimes; future exchange rates; the price of oil; the
impact of increasing competition; conditions in general economic
and financial markets; availability of drilling and related
equipment; effects of regulation by governmental agencies; future
operating costs; uninterrupted access to areas of operation and
infrastructure; recoverability of reserves and future production
rates; the combined business will have sufficient cash flow, debt
and equity sources or other financial resources required to fund
its capital and operating expenditures and requirements as needed;
results of operations will be consistent with expectations; current
or, where applicable, proposed industry conditions, laws and
regulations will continue in effect; the estimates of reserves and
resource volumes and the assumptions related thereto are accurate
in all material respects; and other matters.
No Offer or Solicitation
This announcement shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Arrangement. This announcement is for information
purposes only and shall not constitute a recommendation to
participate in the Arrangement or to purchase any securities. This
announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
securities in any jurisdiction, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act, or by means of a prospectus approved by the Financial Conduct
Authority, or an exemption therefrom.
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END
UPDBKDBPKBKKOFN
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