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Energy XXI And EPL Announce Preliminary Results Of Merger Consideration Elections

Stocks in this article: EXXI

HOUSTON, June 2, 2014 (GLOBE NEWSWIRE) -- Energy XXI (Bermuda) Limited ("Energy XXI") (Nasdaq:EXXI) (AIM:EXXI) and EPL Oil & Gas, Inc. ("EPL") (NYSE:EPL) jointly announced today the preliminary results of the merger consideration elections made by EPL stockholders prior to the election deadline, which expired on Friday, May 30, 2014, at 5:00 p.m., Eastern time. 

EPL Oil & Gas Inc. Company Logo

The merger consideration elections were made under the Agreement and Plan of Merger, dated as of March 12, 2014 (as amended, the "Merger Agreement"), by and among Energy XXI, EPL, Energy XXI Gulf Coast, Inc., an indirect wholly owned subsidiary of Energy XXI ("Gulf Coast"), and Clyde Merger Sub, Inc., a wholly owned subsidiary of Gulf Coast ("Merger Sub"), pursuant to which Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI (the "Merger").

The following preliminary Merger Consideration election results reflect only the elections made by EPL stockholders who hold their shares of common stock in street name. The tabulation of the elections by those EPL stockholders who hold their record ownership directly will be finalized and announced later today. In addition to the share totals shown below, 836,311 additional shares of EPL common stock are not yet outstanding, but are issuable in connection with the net exercise of outstanding stock options. In accordance with the Merger Agreement, each net exercise share will be converted into $39.00 in cash, without proration. Including these net exercise shares, a total of 39,928,038 shares of EPL common stock will receive merger consideration in the Merger. 

   
Election EPL Shares
Cash Election, excluding stock option net exercise shares 30,232,580
Mixed Election, including no election (Note 1) 7,718,840
Stock Election 1,140,307

Note 1: Under the Merger Agreement, EPL stockholders who did not make an election prior to the May 30 th deadline are treated as having made a Mixed Election. Stockholders holding shares of EPL common stock in street name made affirmative Mixed Elections with respect to 2,609,121 shares. The remaining 5,109,719 shares in the Mixed Election category are either (i) shares held in street name for which no election was made prior to the deadline or (ii) shares for which record ownership is held directly, which have not yet been tabulated.

Based on these preliminary results, each share of EPL common stock would be converted into the following Merger Consideration:

     
Election Cash Energy XXI Stock
Cash Election, excluding stock option net exercise shares $25.93 0.5594
Mixed Election, including no election $25.35 0.5840
Stock Election $ 0.00 1.6690

However, the final Merger Consideration election results will likely cause these proration calculations to change. After the final results of the election process are determined, the final allocation of the Merger Consideration will be calculated in accordance with the Merger Agreement.

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