This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Equal Energy Wins ISS Support For Petroflow Transaction

OKLAHOMA CITY, June 26, 2014 /PRNewswire/ - Equal Energy Ltd. ("Equal" or the "Company") (NYSE: EQU) (TSX: EQU) announced today that Institutional Shareholder Services Inc. ("ISS") has recommended that shareholders vote FOR the acquisition of Equal by a subsidiary of Petroflow Energy Corporation.

ISS also recommended that shareholders vote FOR the non-binding advisory proposal to approve the compensation that might become payable to Equal's named executive officers in connection with the Arrangement (as defined below). ISS called the compensation "reasonable both in absolute terms and relative to the transaction equity value." 1

"The ISS recommendation is a powerful third party endorsement from a leading independent proxy advisor," said Michael Doyle, Equal's Chairman of the Board. "ISS considered all public comments, including criticisms of the transaction, and came to a conclusion that the transaction is in the best interest of shareholders."

ISS is a leading independent international corporate governance analysis and proxy voting firm. ISS recommendations are intended to assist shareholders in making proxy voting decisions.

In recommending that shareholders vote FOR the transaction and the proposed cash severance payments, ISS stated: "Support for the transaction is therefore warranted given the substantial premium over the unaffected price, the sales process and low termination fee, and what appears to be meaningful downside risk if the merger is not approved." 1

About the transaction

As previously disclosed, the proposed acquisition would proceed under a plan of arrangement under the Business Corporations Act ( Alberta) (the "Arrangement ") involving Equal, the shareholders of Equal ("Equal Shareholders"), Petroflow Energy Corporation and Petroflow Canada Acquisition Corp. ("Petroflow Sub" and together with Petroflow Energy Corporation, "Petroflow"). 

Under the Arrangement, Petroflow Sub will acquire all of the outstanding common shares of Equal for US$5.43 in cash per share. Upon completion of the Arrangement, Equal Shareholders will also receive a cash dividend of US$0.05 per share. Equal's board of directors recommends Equal Shareholders vote FOR the Arrangement. 

ISS comments on substantial premium and downside risk

ISS stated: "The bid also offered a meaningful and substantial 53.8% premium over the unaffected price just prior to the first announcement of an unsolicited bid, and over the company's stock price over the prior three years."

"During April 2014, as the original termination date of May 1, 2014 neared, shares of Equal dipped to an average of USD $4.50 during the month of April 2014 – down 14% from average price over the three months since the deal was announced. This reaction bolsters management's claim that the premium was meaningfully above the stock's standalone value and that rejecting the transaction would expose shareholders to significant downside risk.

As deal speculation appears to still have been supporting the stock in April, however, there is additional downside risk to a standalone alternative, which would no longer benefit from this speculation." 1

(1) Consent to quote the ISS report was neither sought nor obtained.

How to Vote

Every share voted is very important. Equal Shareholders are encouraged to vote as soon as possible.

1 of 4

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $94.78 -0.24%
FB $101.18 1.40%
GOOG $689.93 1.10%
TSLA $152.29 2.90%
YHOO $27.10 0.18%


Chart of I:DJI
DOW 16,022.05 -5.00 -0.03%
S&P 500 1,852.33 -1.11 -0.06%
NASDAQ 4,283.4940 -0.2590 -0.01%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs