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
TheStreet Open House

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

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

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
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

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

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, 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
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,279.74 +13.75 0.08%
S&P 500 2,010.40 -0.96 -0.05%
NASDAQ 4,579.7890 -13.6380 -0.30%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs