Group 42 and Bradley Radoff to Proceed with Intended Consent Solicitation to Replace Four Members of Current VAALCO Board
Confident that Consent Solicitation is Lawful and Most Efficient
Pathway to Deliver Needed Change at VAALCO
Believe VAALCO’s Proposal of “Special Meeting” to Amend Charter is a
Transparent Stall Tactic to Confuse Shareholders and Delay Their Voices
Being Heard
Group 42, Inc. and Bradley Radoff (and related entities) (“the Group”),
together the beneficial owners of approximately 11.1% of the outstanding
shares of VAALCO Energy, Inc. ("VAALCO" or the "Company") (NYSE:EGY),
and the Company’s largest stockholder, today issued the following
statement:
We have reviewed VAALCO’s claims regarding the legality of our consent
solicitation with legal counsel in Delaware and we remain fully
confident that our intended consent solicitation is legal and proper
under established Delaware law and that the Charter provision on which
the Company purports to rely is invalid because it conflicts with
Delaware law. As a result, we are proceeding with our consent
solicitation to replace four members of the VAALCO Board and reverse the
tide of operational, financial and governance missteps that have led to
the destruction of significant shareholder value under the oversight of
the current Board of Directors.
We also view VAALCO’s suggestion of a December “Special Meeting” as a
transparent tactic to confuse shareholders and delay their voices being
heard. If the Board is truly committed to “shareholder democracy” as
they claim, then they can simply take all necessary steps to enforce the
shareholders’ will for Board change should a majority of the
shareholders consent to our solicitation. This is the simplest and most
genuine way for the Board to comply with their fiduciary duties and show
respect for their shareholders’ wishes.
It is also the view of Group 42 and Bradley Radoff that the public offer
from VAALCO to add one director representative of our Group on the Board
without any of the incumbents taking responsibility and stepping down is
woefully insufficient to effect the real, meaningful transformation that
is immediately needed on the Board. We have made every effort over
the past four months, including several private communications, to
reach a mutually-agreeable resolution but so far the Board has only
continued to repeat the same deeply inadequate offer. We do not see this
as a good faith attempt to resolve our differences nor do we think
shareholders deserve so little input in the boardroom.
We are very disappointed that this Board is choosing to resort to
unsubstantiated challenges to our consent solicitation and pushes for
complicated special meeting procedures instead of simply taking
responsibility for the destruction of shareholder value on their watch
and willingly replacing some discredited incumbents to make room for
fresh ideas in the boardroom and the shareholder democracy they claim to
support.
With these facts in mind, we urge VAALCO’s Board of Directors to comply
with their fiduciary duty and immediately set a record date for the
consent solicitation in order to resolve this matter as expeditiously as
possible for the benefit of all shareholders.
About Group 42, Inc.:
Group 42 is a U.S.-based holding company that delivers innovative energy
services to international and enterprise class customers around the
globe. Through its subsidiaries and international joint ventures, it
partners with other multinational energy companies that have expertise
in applying technology-oriented solutions. Group 42 operates in North
America, Asia Pacific, the Arabian Gulf, West Africa and the North Sea.
About Bradley L. Radoff:
Bradley L. Radoff is a private investor based in Houston, Texas.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Group 42, Inc. (“Group 42”), together with the other participants named
herein (collectively, the “Group 42-BLR Group”), has made a preliminary
filing with the Securities and Exchange Commission (“SEC”) of a consent
statement and an accompanying consent card to be used to solicit
consents from stockholders of VAALCO Energy, Inc., a Delaware
corporation (“VAALCO” or the “Company”), for a number of proposals, the
ultimate effect of which would be to remove four current members of the
Board of Directors of VAALCO, and replace them with the Stockholder
Group’s four highly qualified director nominees.
THE GROUP 42-BLR GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT
MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE
COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
CONSENT SOLICITOR.
Group 42, Inc., Paul A. Bell, BLR Partners LP (“BLR Partners”), BLRPart,
LP (“BLRPart GP”), BLRGP Inc. (“BLRGP”), Fondren Management, LP
(“Fondren Management”), FMLP Inc. (“FMLP”), The Radoff Family Foundation
(“Radoff Foundation”), Bradley L. Radoff, Pete J. Dickerson, Michael
Keane, and Joshua E. Schechter are participants in this solicitation.
As of the date hereof, Group 42 owned directly 2,499,692 shares of
Common Stock. Paul A. Bell, who serves on the board and as the President
and Chief Executive Officer of Group 42, may be deemed to beneficially
own the 2,499,692 shares owned by Group 42. As of the date hereof, BLR
Partners owned directly 1,951,095 shares of Common Stock. BLRPart GP, as
the general partner of BLR Partners, may be deemed to beneficially own
the 1,951,095 shares owned by BLR Partners. BLRGP, as the general
partner of BLRPart GP, may be deemed to beneficially own the 1,951,095
shares owned by BLR Partners. Fondren Management, as the investment
manager of BLR Partners, may be deemed to beneficially own the 1,951,095
shares owned by BLR Partners. FMLP, as the general partner of Fondren
Management, may be deemed to beneficially own the 1,951,095 shares owned
by BLR Partners. As of the date hereof, the Radoff Foundation owned
directly 85,000 shares of Common Stock. As of the date hereof, Bradley
L. Radoff owned directly 1,938,905 shares of Common Stock and, as the
sole stockholder and sole director of each of BLRGP and FMLP and a
director of Radoff Foundation, may be deemed to beneficially own the
1,951,095 shares owned by BLR Partners and the 85,000 shares owned by
the Radoff Foundation. As of the date hereof, none of Messrs. Dickerson,
Keane or Schechter beneficially owned any shares of Common Stock.
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