TIDMTGL
RNS Number : 2430A
TransGlobe Energy Corporation
22 September 2022
ISS concludes that TransGlobe shareholders vote FOR the proposed
business combination with VAALCO Energy, Inc.
Calgary, Alberta (September 21, 2022) - TransGlobe Energy
Corporation (AIM & TSX: TGL; Nasdaq: TGA) ("TransGlobe" or the
"Company") is pleased to note the updated report issued by a
leading proxy advisor, Institutional Shareholder Services ("ISS"),
recommends its institutional clients vote FOR the proposed business
combination ("Proposed Transaction") of TransGlobe and VAALCO
Energy, Inc. (NYSE: EGY; LSE: EGY) ("VAALCO") to create a
world-class African-focused E&P company supporting sustainable
shareholder returns and growth.
Following a re-evaluation due to concerns recently raised by a
shareholder of TransGlobe, ISS has again concluded that the
proposed transaction is of "sound strategic rationale". In a
further statement, ISS highlighted that the merger will provide
current shareholders of both organisations the opportunity to
participate in the "potential upside represented by a combined
company through a more diverse set of operating assets and
attractive opportunities for capital allocation". These highlights,
along with ISS's recommendations, are in line with the TransGlobe
Board of Directors' unanimous approval of the proposed business
combination.
Randy Neely, President & CEO of TransGlobe commented:
"We are very pleased that ISS continues to support the
transaction and recommends all TransGlobe shareholders vote FOR the
combination of TransGlobe and VAALCO. The Board and management of
the Company continue to unanimously support the merger which offers
shareholders a compelling opportunity and will deliver material
benefits for TransGlobe shareholders."
For further information, please contact:
TransGlobe Energy Corporation
Randy Neely, President and CEO
Eddie Ok, CFO
+1 403 264 9888
investor.relations@trans-globe.com
http://www.trans-globe.com
or via Tailwind Associates
Tailwind Associates (Investor Relations)
Darren Engels
+1 403 618 8035
darren@tailwindassociates.ca
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
Richard Grubaugh
+1 212 493 6950
tga@dfking.com
Camarco (TransGlobe Financial PR)
Billy Clegg
Georgia Edmonds
Emily Hall
+4420 3757 4986
TransGlobe@camarco.co.uk
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 proposed business
combination of TransGlobe and VAALCO (the "Arrangement") and its
expected terms; (ii) expectations regarding meaningful and
sustainable shareholder returns and value growth of the combined
company; (iii) expectations regarding the opportunity set of the
combined company; and (iv) expected 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) TransGlobe's management information circular
dated August 29, 2022. 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 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.
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
MSCFIFVIALIFFIF
(END) Dow Jones Newswires
September 22, 2022 02:01 ET (06:01 GMT)
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