HOUSTON--(Business Wire)--
VAALCO Energy, Inc. (NYSE: EGY) and Nanes Delorme Partners I LP
which beneficially owns approximately 8% of VAALCO's outstanding
shares of common stock, today announced that they have entered into an
agreement to settle the proxy contest relating to VAALCO's 2008 Annual
Meeting of Stockholders. In addition, VAALCO has agreed to dismiss its
lawsuit against Nanes Delorme Partners.
Under the agreement, VAALCO has committed to certain governance
provisions. The Company's Board of Directors has agreed to separate
the roles of Chief Financial Officer and President in connection with
the hiring of a new CFO. W. Russell Scheirman will continue to serve
as VAALCO's President, and the Company will undertake to hire a new
Chief Financial Officer.
In addition, VAALCO's Board of Directors will recommend and submit
a resolution for approval by its stockholders at the 2009 Annual
Meeting of Stockholders to declassify the Board and to institute the
annual election of all directors. If approved, the first of such
annual elections would take place in 2010.
In addition, and as previously announced on May 21, 2008, VAALCO's
Board of Directors has determined to submit the Company's stockholder
rights plan for ratification at the Company's 2009 Annual Meeting of
Stockholders. If stockholders do not ratify the rights plan, the
rights plan will be terminated.
VAALCO's Board of Directors will also promptly commence a process
to add a new, independent director who will be selected from the
financial services community, with expertise in the private equity,
venture capital or hedge fund sectors. The Board's Nominating and
Governance Committee, which is comprised solely of independent
directors, will oversee the selection process. In making its decision,
the Nominating and Governance Committee will take into account the
candidates' overall qualifications, experience and background. Upon
the appointment of the new director, VAALCO's Board would be expanded
to eight directors, six of whom will be independent.
"We are pleased to have reached this agreement and believe this
outcome is in the best interests of the Company and all of our
stockholders," said Robert L. Gerry, III, VAALCO's Chairman and CEO.
"We welcome ongoing dialogue with our stockholders and take their
views seriously. Through this process, we have carefully evaluated
VAALCO's corporate governance practices and have determined that
enhancing these practices is consistent with our commitment to build
value for all stockholders. We look forward to continuing to execute
on our strategy, as we carry out our exploration program, representing
the highest level of exploration and development in our Company's
history."
"We are pleased to have resolved our differences with VAALCO
amicably. We look forward to working together constructively towards
our common objective of enhancing stockholder value," said Julien
Balkany, a Managing Member of Nanes Balkany Partners LLC, the General
Partner of Nanes Delorme Partners. "VAALCO's renewed focus on
enhancing its corporate governance practices as well as the addition
of a new independent director with a strong financial background and
direct connections to the capital markets are positive,
stockholder-friendly steps. We believe this agreement, together with
the recent governance enhancement that VAALCO has announced,
demonstrates the commitment of all parties to addressing the interests
of VAALCO stockholders in a significant and positive way."
As part of the agreement, Nanes Delorme Partners has agreed to
cease soliciting proxies in connection with VAALCO's 2008 Annual
Meeting and to vote its shares in support of all of VAALCO's director
nominees. In addition, Nanes Delorme Partners agreed to certain
standstill provisions for a three year period.
Important Information
In connection with this solicitation of proxies, VAALCO filed with
the SEC definitive proxy materials (the "Proxy Materials"). The Proxy
Materials contain important information about VAALCO, the 2008 Annual
Stockholders Meeting, and our nominees and other directors in the
solicitation. VAALCO's stockholders are urged to read the Proxy
Materials carefully. Stockholders may obtain additional free copies of
the Proxy Materials and other relevant documents filed with the SEC by
VAALCO through the website maintained by the SEC at www.sec.gov. The
Proxy Materials and other relevant documents may also be obtained free
of charge from VAALCO at VAALCO Energy, Inc., 4600 Post Oak Place,
Suite 309, Houston, Texas 77027; or by phone at (713) 623-0801. The
Proxy Materials are also available on VAALCO's website at
www.vaalco.com. The contents of the websites referenced above are not
deemed to be incorporated by reference into the Proxy Materials.
Forward-Looking Statements
This document includes "forward-looking statements" as defined by
the U.S. securities laws. Forward-looking statements are those
concerning VAALCO's plans, expectations, and objectives for future
drilling, completion and other operations and activities. All
statements included in this document that address activities, events
or developments that VAALCO expects, believes or anticipates will or
may occur in the future are forward-looking statements. These
statements include future production rates, completion and production
timetables and costs to complete well. These statements are based on
assumptions made by VAALCO based on its experience perception of
historical trends, current conditions, expected future developments
and other factors it believes are appropriate in the circumstances.
Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond VAALCO's control. These risks
include, but are not limited to, inflation, lack of availability of
goods, services and capital, environmental risks, drilling risks,
foreign operational risks and regulatory changes. Investors are
cautioned that forward-looking statements are not guarantees of future
performance and that actual results or developments may differ
materially from those projected in the forward-looking statements.
These risks are further described in VAALCO's annual report on
Form 10-K for the year ended December 31, 2007 and other reports filed
with the SEC which can be reviewed at http://www.sec.gov, or which can
be received by contacting VAALCO at 4600 Post Oak Place, Suite 309,
Houston, Texas 77027, (713) 623-0801.
The Securities and Exchange Commission generally permits oil and
gas companies, in filings with the SEC, to disclose only proved
reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible
under existing economic and operating conditions. In this letter, we
describe volumes of oil that we believe may be discovered in the
future through our existing exploration program. These amounts are not
proved reserves as defined by the SEC. These estimates are by their
nature more speculative than estimates of proved reserves and
accordingly are subject to substantially greater risk of being
actually realized by VAALCO.
About VAALCO
VAALCO Energy, Inc. is a Houston based independent energy company
principally engaged in the acquisition, exploration, development and
production of crude oil. VAALCO's strategy is to increase reserves and
production through the exploration of oil and natural gas properties
with high emphasis on international opportunities. The Company's
properties and exploration acreage are located primarily in Gabon and
Angola, West Africa.
About Nanes Delorme Partners I LP
Nanes Delorme Partners I LP is a U.S.-based hedge fund that
invests primarily in the oil and gas exploration and production
sector. Nanes Delorme Partners I LP pursues active investments in
publicly traded companies that it believes are trading at a
significant discount to their intrinsic values or where one or more
potential catalysts exist that could materially unlock the inherent
value of those companies.
VAALCO Investor
W. Russell Scheirman, 713-623-0801
or
VAALCO Media
Joele Frank, Wilkinson Brimmer Katcher
Andrew Brimmer / Barrett Golden
212-355-4449
or
NANES DELORME PARTNERS Media
Sard Verbinnen & Co.
Paul Caminiti/Dan Gagnier/Jane Simmons
212-687-8080
Copyright Business Wire 2008
