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Energy XXI And EPL Announce Final 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 final 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").

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 30,578,387
Mixed Election, including no election 2,643,862
Stock Election 1,143,812
No Election (Note 1) 4,725,666

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.

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

     
    Energy XXI
 Election  Cash Stock
Cash Election, excluding stock option net exercise shares $25.92 0.5595
Mixed Election, including no election $25.35 0.5840
Stock Election $0.00 1.6690

Each EPL stockholder had the choice to elect to receive, for each share of EPL common stock held by that stockholder, $39.00 in cash ("Cash Election"), 1.669 shares of Energy XXI common stock ("Stock Election") or a combination of $25.35 in cash and 0.584 of a share of Energy XXI common stock ("Mixed Election" and collectively the "Merger Consideration"), subject to proration with respect to the Stock Election and the Cash Election so that approximately 65% of the aggregate Merger Consideration will be paid in cash and approximately 35% will be paid in Energy XXI common stock.

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