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Equal also responds to Montclair new releasesOKLAHOMA CITY,
May 1, 2014 /PRNewswire/ - Equal Energy Ltd. ("Equal", "the Company", "we" or "our") (NYSE: EQU; TSX: EQU) today announced that pursuant to the terms of an arrangement agreement amendment dated
May 1, 2014 (the "Amending Agreement") Equal, Petroflow Energy Corporation and its wholly-owned subsidiary, Petroflow Canada Acquisition Corp. ("Petroflow Sub" and together with Petroflow Energy Corporation, "Petroflow") have agreed to amend certain terms of their arrangement agreement dated
December 6, 2013 (the "Arrangement Agreement").
Pursuant to the Arrangement Agreement, Petroflow Sub will acquire all of the outstanding common shares of Equal for
US$5.43 in cash per share (the "Arrangement Consideration") by way of a plan of arrangement under the
Business Corporations Act (
Alberta) (the "Arrangement"). The extension was granted as Petroflow has obtained financing commitments in the amounts necessary for it to complete the Arrangement.
Among other items, the Amending Agreement provides for payment by Equal of two dividends of
US$0.05 per common share. The Amending Agreement also extends the outside termination date of the Arrangement Agreement to
July 31, 2014, from the original
May 1, 2014 date.
"We are pleased that Petroflow has secured their financing commitment and we continue to believe that the Arrangement with Petroflow provides maximum value to our shareholders," said
Michael Doyle, Chairman of Equal's board of directors (the "Board"). "We have agreed to an extension so that the Arrangement can be presented to shareholders for a vote, and Petroflow has agreed that shareholders should receive the dividend payments as compensation for the later closing."
Equal also commented on news releases issued by Montclair Energy, LLC ("Montclair") on
April 11, 2014 and
April 29, 2014 that criticized the Arrangement and that proposed that Equal terminate the Arrangement Agreement, respectively.
Details of Dividends and Extension
The Board has approved payment of the first
US$0.05 dividend on
May 28, 2014 to shareholders of record at the close of business on
May 15, 2014. The second
US$0.05 dividend will be paid to shareholders that are entitled to receive the Arrangement Consideration on the closing of the Arrangement. The Board expects the Arrangement will be completed no later than the agreed extension date of
July 31, 2014.
The extension granted by Equal pursuant to the Amending Agreement is intended to provide sufficient time for the parties to meet the closing conditions to the Arrangement Agreement before the Arrangement is presented to a vote of all shareholders of Equal.