Coastal Energy Company ("Coastal" or the "Company") (TSX:CEN) (AIM:CEO) announces that it has entered into a definitive merger agreement providing for the acquisition by Compañia Española de Petroleos, S.A.U. ("CEPSA") of all of the issued and outstanding shares of Coastal at a price of C$19.00 per common share in cash. The purchase price represents a premium of 28% to the closing price of the Company's common shares on the TSX on November 18, 2013. The purchaser is a newly-incorporated CEPSA controlled entity in which Strategic Resources (Global) Limited ("SRG") is an investor. The proposed transaction has an aggregate value of approximately C$2.3 billion including the assumption of C$51 million of net debt. The transaction, which will be completed by way of statutory merger, is expected to close in the first quarter of 2014.
Commenting on the acquisition, Randy Bartley, CEO of Coastal said, "This transaction delivers significant and immediate value to our shareholders. Our Board of Directors is unanimous in its view that this transaction is in the best interests of Coastal Energy Company and recommends shareholders vote in favor of this transaction."
CEPSA Chief Executive Officer Pedro Miro commented, "Today's announcement reflects an important step in increasing CEPSA's E&P capabilities. Coastal's business comprises a high-quality portfolio of upstream assets located in Southeast Asia, operated by talented management and dedicated employees. We believe that Coastal provides a tremendous foundation for furthering our E&P strategy."
Jho Low, spokesperson for SRG added, "We are excited to invest with CEPSA in Coastal. With our strong relationships in Asia and CEPSA's strength in the E&P, we believe we can grow Coastal's footprint in Asia and further enhance the Company's operations."
The transaction will be funded by CEPSA's and SRG's available financial resources.
Recommendation of the Coastal Energy Company Board of Directors
The Board of Directors of the Company, after consulting with its financial and legal advisors, has unanimousl determined that the transaction is in the best interest of the company and that the consideration being offered to the Company's shareholders is fair from a financial point of view. The Board of Directors has resolved to unanimously recommend that the Company's common shareholders vote their shares in favor of the merger at a meeting of shareholders to consider the transaction which is expected to occur in early January 2014.
Additional Information on the Transaction
The definitive merger agreement provides for, among other things, a non-solicitation covenant on the part of Coastal, subject to customary "fiduciary out" provisions, that entitles Coastal to consider and accept a superior proposal and a right in favor of the purchaser to match any superior proposal. If the definitive merger agreement is terminated in certain circumstances, including if Coastal enters into an agreement with respect to a superior proposal or if the Board of Directors of Coastal withdraws or modifies its recommendation with respect to the proposed transaction, the purchaser is entitled to a termination payment of US$76,000,000.
Completion of the transaction is subject to customary closing conditions, including approval of two-thirds of the votes cast by holders of common shares in person or by proxy at the meeting of shareholders and by a majority of disinterested shareholders in accordance with applicable securities laws, and receipt of applicable government and other approvals. The transaction is not subject to any financing condition.
Coastal shareholders will be asked to vote on the transaction at a special meeting of the Company's shareholders, expected to be held in early January 2014. Full details of the transaction will be included in the Company's information circular to be mailed to holders of Coastal shares in accordance with applicable securities law. A copy of the merger agreement, the information circular and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.
Certain directors, senior officers and other shareholders of Coastal, representing approximately 36.5 million of the Company's issued and outstanding common shares, have entered into voting support agreements with the purchaser and have agreed to vote their shares in favor of the transaction, subject to the terms and conditions of such agreements.
Credit Suisse Securities (USA) LLC has issued an opinion that the consideration to be received by the shareholders of Coastal in the transaction is fair to such shareholders from a financial point of view.
Coastal's financial advisors are Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC. Coastal's legal advisors are Stikeman Elliott LLP, Cleary Gottlieb Steen & Hamilton LLP, and Walkers. Goldman Sachs International acted as financial advisor to CEPSA. PriceWaterhouseCoopers acted as a financial advisor to CEPSA and SRG. Freshfields Bruckhaus Deringer acted as legal advisor to CEPSA. Blake, Cassels & Graydon LLP, Baker & McKenzie International and Conyers Dill & Pearman, LLP acted as legal advisors to CEPSA and SRG.
Forward-Looking Statements and Information