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
the acquisition of Equal by a subsidiary of Petroflow Energy Corporation.
ISS also recommended that shareholders vote
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
, 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
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
) (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
in cash per share. Upon completion of the Arrangement, Equal Shareholders will also receive a cash dividend of
per share. Equal's board of directors recommends Equal Shareholders vote
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.