This Day On The Street
Continue to site right-arrow
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
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Equal Energy Wins Glass Lewis Support For Petroflow Transaction

Stocks in this article: EQU

OKLAHOMA CITY, June 30, 2014 /PRNewswire/ - Equal Energy Ltd. ("Equal" or the "Company") (NYSE: EQU) (TSX: EQU) announced today that Glass Lewis & Co. ("Glass Lewis") has recommended that shareholders vote FOR the acquisition of Equal by a subsidiary of Petroflow Energy Corporation.

Glass Lewis is the second major independent proxy advisor to support the transaction. As previously disclosed, last week Equal Energy announced that proxy advisor Institutional Shareholder Services Inc. ("ISS") supported the transaction.

Like ISS, Glass Lewis 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 transaction (the "Compensation Proposal").

"We have now obtained unanimous support from the leading two proxy advisors for the Petroflow transaction," said Michael Doyle, Equal's Chairman of the Board. "Both proxy advisors considered all aspects of the transaction, including criticism by a third party who had instead proposed a leveraged recapitalization. Both concluded that the Petroflow transaction deserves the support of our shareholders."

Glass Lewis is a leading independent international corporate governance analysis and proxy voting firm that serves institutional investors globally that collectively manage more than $15 trillion in assets. Glass Lewis conducts a careful review of public disclosure to determine what is in the best interests of shareholders.

In recommending that shareholders vote FOR the transaction and the Compensation Proposal, Glass Lewis stated: " Even after giving consideration to the merits of a leveraged recapitalization, we believe that the proposed merger is the greater value for shareholders. The merger consideration offers certainty of value and an attractive unaffected control premium to shareholders." 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. 

Glass Lewis comments on lack of a superior buyout offer

In its favorable 14-page report, Glass Lewis commented that the Board "conducted a very lengthy and extensive strategic review process prior to entering into the proposed arrangement agreement with Petroflow." Glass Lewis continued: "We note the termination fee in the arrangement agreement should not represent too great of a hurdle for a potential competing bidder to overcome, in our view. Yet since the initial announcement of the arrangement agreement back in December 2013, and to the best of our knowledge, no other party has made a competing offer for the Company."

"In fact, we note that from December 9, 2013 up to the publication date of our Proxy Paper, the Company's NYSE-listed stock price has not closed above the implied merger value, which suggests to us that most investors and shareholders likely believe that Petroflow's offer represents a full and fair value for the Company. Based on these factors and absent a superior buyout offer, we believe that the proposed arrangement agreement is in the best interests of the Company's shareholders. Accordingly, we recommend that shareholders vote FOR this proposal." 1

(1) Consent to quote the Glass Lewis 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!

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 17,356.87 +288.00 1.69%
S&P 500 2,012.89 +40.15 2.04%
NASDAQ 4,644.3120 +96.4780 2.12%

Brokerage Partners

Rates from

  • 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