SETTLEMENT AGREEMENT
Exhibit 99.1
This Settlement Agreement, dated as of
May 23, 2008 (the “Agreement”), is by
and among VAALCO Energy, Inc. (the “Company”), and Nanes
Delorme Partners I LP (“Nanes Delorme”),
Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Xxxxxx Xxxxxxx and
Xxxxx Xxxxx (each, a “Nanes Party,” and collectively, the “Nanes
Parties”).
WHEREAS, the Nanes Parties economically
own (as defined below) shares of the Company’s common stock, par value $0.10 per
share (the “Common
Stock”) as specified on Schedule A of this
Agreement (the “Shares”);
WHEREAS, prior to the date hereof Nanes
Delorme delivered a letter (the “Nomination Notice
Letter”) to the Company, dated as of April 11, 2008, indicating its
intention to nominate (the “Nomination”) three
individuals for election to the Board of Directors of the Company (the “Board”) by the
holders of the Common Stock (the “Stockholders”);
WHEREAS, the Company and the Nanes
Parties have agreed that it is in their mutual interests to enter into this
Agreement, which, among other things, terminates the pending proxy contest for
the election of directors at the 2008 Annual Meeting currently scheduled to be
held on June 4, 2008 (the “2008 Annual
Meeting”);
WHEREAS, the Company has announced on
May 21, 2008 that it will submit to its Stockholders at the 2009 Annual Meeting
the ratification of the Company’s shareholder rights plan (the “Shareholder Rights
Plan”);
WHEREAS,
the Company has agreed that (i) the Board has agreed to increase the size of the
Board and appoint a new independent director to the Board and will use its
commercially reasonable efforts to do so within 120 days of the date hereof or
as soon thereafter as practicable and (ii) the Board will also submit a binding
proposal to the Company’s stockholders at the 2009 Annual Meeting for the
declassification of the Company’s Board; and
WHEREAS, the Nanes Parties have agreed
to (i) withdraw any nominations they have made prior to the date hereof for any
individual to join the Company’s Board, (ii) cause all shares for which they
have the right to vote to be present for quorum purposes and to vote in favor of
the nominations recommended by the Board at the 2008 Annual Meeting, (iii) cease
any proxy solicitation efforts, and (iv) undertake certain other actions
described herein and to refrain from taking certain other actions.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.1 Defined
Terms. For purposes of this Agreement:
(a) “Affiliate” has the
meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”).
(b) “Associate” has the
meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange
Act.
(c) The
terms “beneficial
owner” and “beneficially owns”
have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under
the Exchange Act. The terms “economic owner” and
“economically
own” shall have the same meanings as “beneficial owner” and
“beneficially
own,” except that a person will also be deemed to economically own and to
be the economic owner of (i) all shares of capital stock of the Company which
such person has the right to acquire pursuant to the exercise of any rights in
connection with any securities or any agreement, regardless of when such rights
may be exercised and whether they are conditional, and (ii) all shares of
capital stock of the Company in which such person has any long economic
interest, including pursuant to a cash settled call option or other derivative
security, contract or instrument (but excluding, for avoidance of doubt, put
options and other short position securities).
(d) “Bylaws” means the
Company’s Amended and Restated Bylaws, as amended.
(e) “Charter” means the
Restated Company’s Certificate of Incorporation, as amended.
(f)
“Confidential
Information” means any non-public information that is confidential to the
Company and includes without limitation the stockholder information delivered by
the Company to the Nanes Parties; provided, that Confidential Information will
not include information which (i) is or becomes lawfully available to the public
other than as a result of a disclosure by the Nanes Parties or their
representatives, (ii) was lawfully available to the Nanes Parties on a
non-confidential basis prior to its disclosure to the Company or its
representatives by the Company or on its behalf or (iii) lawfully becomes
available to the Nanes Parties on a non-confidential basis from a source other
than the Company or the Company’s representatives or agents; provided, that such
source is not bound by a confidentiality obligation of which the Nanes Parties,
or any of them, have been made aware.
(g) “Person” means any
individual, partnership, corporation, group, syndicate, trust, government or
agency, or any other organization, entity or enterprise.
(h) “SEC” means the
Securities and Exchange Commission or any successor agency.
Section
1.2 Interpretation. When
reference is made in this agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. Whenever the
words “include,” “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation.” The
words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The word “or” shall not
be exclusive. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party
drafting or causing an instrument to be drafted.
ARTICLE
II
COVENANTS
Section 2.1 Board of Directors, Annual
Meeting and Related Matters.
(a) Appointment of New
Director. The Company agrees that it will increase the size of
the Board to eight (8) directors and to appoint a new director and it will use
its commercially reasonable efforts to do so within 120 days of the date of the
Agreement or as soon thereafter as practicable. Such new
director will be selected by the Company’s Nominating and Corporate Governance
Committee, will be an “independent director” under the New York Stock Exchange
rules and will be an individual with meaningful experience in the financial
services industry, including hedge funds, private equity or venture
capital.
(b) Board
Declassification. In accordance with the Company’s Charter and
Bylaws and applicable state law, the Company will submit and recommend a binding
resolution for approval by its stockholders at the Company’s annual meeting of
stockholders to be held in 2009 to declassify the Company’s Board to provide for
the annual election of all directors (the “Declassification
Proposal”). Under such proposal, if approved by the Company’s
Stockholders, the first of such annual elections would take place at the
Company’s annual meeting of Stockholders to be held in 2010. The
Company will also submit for stockholder approval, as previously announced, the
ratification of the Shareholder Rights Plan, and if not ratified by
stockholders, terminate the Shareholder Rights Plan.
(c) Appointment of Chief
Financial Officer. The Company intends to separate the roles
of the Chief Financial Officer and President. As soon as practicable,
the Company will use its commercially reasonable efforts to hire a new Chief
Financial Officer, and upon such hiring, Xxxxxxx Xxxxxxxxx would resign from the
role of Chief Financial Officer but would remain as the President and (if
reelected at the 2008 Annual Meeting) a director of the Company. Xx.
Xxxxxxxxx also may assume the position of Chief Operating Officer as well as
such other duties as are assigned by the Board of Directors.
Section
2.2 Voting
Provisions. The Nanes Parties, together with their respective
Affiliates and Associates, will cause all shares of Common Stock for which they
have the right to vote as of the record date for the 2008 Annual Meeting to be
present for quorum purposes and to be voted at such meeting or any adjournments
or postponements thereof (a) in favor of each director nominated and recommended
by the Board for election at such meeting and (b) against any stockholder
nominations for director which are not approved and recommended by the Board for
election at such meeting.
Section
2.3 Undertakings by the Nanes
Parties. By executing this Agreement, the Nanes Parties hereby
(i) irrevocably withdraw the Nomination Notice Letter and any nominations to the
Board made prior to the date hereof, (ii) irrevocably cease any proxy
solicitation activities with respect to the Company in connection with the 2008
Annual Meeting and (iii) irrevocably withdraw the demand to inspect certain of
the Company’s book and records, pursuant to a demand letter, dated as of April
11, 2008, sent by Nanes Delorme to the Company. Within two business
days of the date hereof, the Nanes Parties shall file, or cause to be filed on
its behalf, with the SEC an amendment to its Schedule 13D with respect to the
Company disclosing the material contents of this Agreement.
In
addition, from the date of the execution of this Agreement until the third
anniversary of the date hereof, each of the Nanes Parties agrees that neither it
nor any of its Affiliates or Associates will in any manner, without the written
consent of the Company, directly or indirectly, acting alone or in concert with
others:
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(i)
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effect,
seek, offer or propose (whether publicly or otherwise) to effect, or cause
or participate in, facilitate or finance, or in any way assist any other
Person to effect, seek, offer or propose (whether publicly or otherwise)
to effect or participate in:
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(a)
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any
acquisition of any securities (or beneficial or economic ownership
thereof) or assets of the Company or any of its
subsidiaries,
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(b)
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any
tender or exchange offer, merger or other business combination involving
the Company or any of its
subsidiaries,
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(c)
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any
recapitalization, restructuring, liquidation, dissolution or other
extraordinary transaction with respect to the Company or any of its
subsidiaries, including, without limitation, a sale or other disposition
of assets of the Company or any of its subsidiaries
or
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(d)
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any
“solicitation” of “proxies” (as such terms are used in the proxy rules of
the SEC) or consents to vote any voting securities of the Company or
conduct any nonbinding referendum with respect to Common Stock of the
Company, or make, or in any way participate in, any “solicitation” of any
“proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the
Exchange Act (but without regard to the exclusion set forth in Rule
14a-1(1)(2)(iv) from the definition of
“solicitation”);
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(ii)
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seek
to advise or influence any Person with respect to the voting of any
securities of the Company;
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(iii)
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form,
join or in any way participate in a “group” (as defined under the Exchange
Act) with respect to the securities of the
Company;
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(iv)
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make
any public announcement with respect to, or submit an unsolicited proposal
for or offer of (with or without condition), any extraordinary transaction
involving the Company or its securities or
assets;
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(v)
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otherwise
act, alone or in concert with others, to seek to control or influence the
management, Board or policies of the
Company;
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(vi)
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take
any action which might force the Company to make a public announcement
regarding any of the types of matters set forth in (i) above;
or
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(vi)
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enter
into any discussions or arrangements with any third party with respect to
any of the foregoing.
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Each of
the Nanes Parties also agrees during such period not to request the Company (or
its directors, officers, employees or agents), directly or indirectly, to amend
or waive any provision of this paragraph (including this sentence).
Section
2.4 Publicity. Promptly
after the execution of this Agreement, the Company and the Nanes Parties will
issue a joint press release in the form attached hereto as Schedule
B. Any press release to be issued by the Nanes Parties
relating to the matter covered by this Agreement shall be provided prior to
issuance to the Company for the Company’s review and
approval. Following the date of the execution of this Agreement,
neither the Company nor its officers and directors on the one hand or the Nanes
Parties nor their principals on the other hand shall make any further negative
or disparaging remarks about the other.
Section
2.5 Partial Dismissal of
Claims. Simultaneously with the execution of this Agreement,
the Company and the Nanes Parties shall stipulate to the voluntary dismissal
with prejudice of all claims between each other, with costs to be
borne by the party incurring same (except as ordered by the Court), in the
action entitled “VAALCO
Energy, Inc. x. Xxxxx Xxxxxxx Partners I LP, Nanes Balkany Partners LLC, Nanes
Balkany Management LLC, Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Pilatus Energy,
S.A.”, Case No. 4:08-cv-01484 (the “Litigation”), pending
in the United States District Court for the Southern District of Texas, Houston
Division (the “Court”) in the form
attached hereto as Exhibit A, and file with the Court a stipulation of partial
dismissal within two (2) business days of the date of this
Agreement. Simultaneously with the filing of the stipulation of
partial dismissal, the Company shall file an application with the Court to amend
the caption in the Litigation to remove the Nanes Parties from the
caption.
Section
2.6 Mutual
Releases. Upon the execution of this Agreement, the Company
and the Nanes Parties hereby agree to mutual releases as follows:
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(a)
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Release by
Company. The Company hereby releases and discharges all
claims against the Nanes Parties, Xxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx III,
and their Affiliates and Associates whether known or unknown, arising
prior to the date of the execution of this Agreement, including, but not
limited to, that have been or could have been asserted by the
Company in the Litigation arising out of or relating to the
facts, matters, transactions, conduct, omissions or circumstances alleged
or that could have been alleged in the Litigation; provided, that
notwithstanding the foregoing, the Company is not hereby releasing any
claims that the Company may have against Pilatus Energy,
S.A.
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(b)
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Release by Nanes
Parties. The Nanes Parties hereby release and discharge
all claims against the Company and its Affiliates, Associates,
officers, directors, agents and counsel, whether known or unknown, arising
prior to the date of the execution of this Agreement, including but not
limited to those that have been or could have been asserted by the Nanes
Parties in the Litigation arising out of or relating to the facts,
matters, transactions, conduct, omissions or circumstances alleged or that
could have been alleged in the
Litigation.
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Section
3.1 Representations and
Warranties of the Company. The Company hereby represents and
warrants that this Agreement and the performance by the Company of its
obligations hereunder (i) has been duly authorized, executed and delivered by
it, and is a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, (ii) does not require the approval of
the Stockholders and (iii) does not and will not violate any law, any order of
any court of other agency of government, the Charter or the Bylaws, or any
provision of any indenture, agreement or other instrument to which the Company
or any of its properties or assets is bound, or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such indenture, agreement or other instrument, or result in the
creation or imposition of, or give rise to, any lien, charge, restriction,
claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any
such indenture, agreement or other instrument.
Section
3.2 Representations and
Warranties of the Nanes Parties. Each of the Nanes Parties
represents and warrants that this Agreement and the performance by each such
Nanes Party, together with each of its Affiliates and Associates, of its
obligations hereunder has been duly authorized, executed and delivered by such
Nanes Party, and is a valid and binding obligation of such Nanes Party,
enforceable against such Nanes Party in accordance with its
terms. Each Nanes Party hereby further represents and warrants that,
as of the date hereof, it and its Affiliates are, collectively, the beneficial
and economic owners of such number of shares of Common Stock as are respectively
set forth on Schedule
A of this Agreement.
ARTICLE
IV
OTHER
PROVISIONS
Section
4.1 Remedies.
(a) Each
party hereto hereby acknowledges and agrees, on behalf of itself and its
Affiliates, that irreparable harm would occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties
will be entitled to specific relief hereunder, including an injunction or
injunctions to prevent and enjoin breaches of the provision of this Agreement
and to enforce specifically the terms and provision hereof in any state or
federal court in the State of Texas, in addition to any other remedy to which
they may be entitled at law or in equity. Any requirements for the
securing or posting of any bond with such remedy are hereby waived.
(b) The
Company and the Nanes Parties agree that the Court shall maintain continuing
jurisdiction over compliance with the terms of this Agreement and that the Court
shall retain jurisdiction to enforce the Agreement; provided, that nothing shall
affect the claims that the Company may have against Pilatus Energy,
S.A. In the event that the Court declines to exercise jurisdiction
over any such dispute, each party hereto agrees, on behalf of itself and its
Affiliates, that any actions, suits or proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby will be brought solely
and exclusively in any state or federal court in the State of Texas (and the
parties agree not to commence any action, suit or proceeding relating thereto
except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to the respective addresses set forth
in Section 4.2 (with a copy to the attorney indicated) will be effective service
of process for any such action, suit or proceeding brought against any party in
any such court. Each party, on behalf of itself and its Affiliates,
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transaction
contemplated hereby, in the state or federal courts in the State of Texas, and
hereby further irrevocably and unconditionally waives and agrees not be plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an improper or inconvenient forum.
Section
4.2 Notices. All
notices, consents, requests, instructions, approvals and other communications
provided for herein and all legal process in regard hereto shall be in writing
and shall be deemed validly given, made or served, if (a) given by telecopy,
when such telecopy is transmitted to the telecopy number set forth below and the
appropriate confirmation is received or (b) if given by any other means, when
actually received during normal business hours at the address specified in this
subsection:
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If
to the Company:
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VAALCO
Energy, Inc.
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0000
Xxxx Xxx Xxxxx, Xxxxx 000
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Xxxxxxx
XX 00000-0000
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Fax:
(000) 000-0000
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With
a copy to:
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Xxxxxx
and Xxxxx, LLP
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Attention: Xxx
Xxxxx
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0000
XxXxxxxx, Xxxxx 0000
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Xxxxxxx
XX 00000
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Fax:
(000) 000-0000
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If
to the Nanes Parties:
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000
Xxxx Xxxxxx, 0xx
Xxxxx
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Xxx
Xxxx, XX 00000
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Attn:
Xxxxxx Xxxxxxx
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Fax:
(000) 000-0000
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With
a copy to:
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Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
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Park
Avenue Tower
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00
Xxxx 00xx
Xxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attn: Xxxxxx
Xxxxxxx
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Fax:
(000) 000-0000
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Section
4.3 Entire
Agreement. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and may be amended only by
an agreement in writing executed by the parties hereto.
Section
4.4 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the choice of law principles of such state.
Section
4.5 Further
Assurances. Each party agrees to take or cause to be taken
such further actions, and to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
consents, as may be reasonably required or requested by the other party in order
to effectuate fully the purposes, terms and conditions of this
Agreement.
Section
4.6 Third-Party
Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns, and nothing in this Agreement is intended to confer on any person other
than the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement except
as explicitly stated in this Agreement.
Section
4.7 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Section
4.8 Confidential
Information. Each of the Nanes Parties shall promptly return
or destroy, as directed by the Company, all Confidential Information in its
possession or in the possession of its representatives. Upon request,
an authorized officer of the Nanes Parties shall certify in writing to the
Company the destruction of all Confidential Information destroyed or returned,
as the case may be, and shall hold all oral Confidential Information
confidential. Each of the Nanes Parties shall permanently erase all related
electronic and computer files and backup copies from the media on which they are
contained.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
caused the same to be executed by its duly authorized representative as of the
date first above written.
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VAALCO
ENERGY, INC.
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By:
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Name:
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Title:
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By:
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Nanes
Balkany Partners LLC
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General
Partner
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Managing
Member
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NANES
BALKANY PARTNERS LLC
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Managing
Member
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NANES
BALKANY MANAGEMENT LLC
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Managing
Member
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Xxxxxx
Xxxxxxx
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Xxxxx
Xxxxx
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SCHEDULE
A
4,700,000
Shares
Nanes Balkany Partners
LLC
None
Nanes Balkany Management
LLC
None
Xxxxxx
Xxxxxxx
None
Xxxxx
Xxxxx
None
SCHEDULE
B
FOR
IMMEDIATE RELEASE
VAALCO
ENERGY AND NANES DELORME PARTNERS
AGREE
TO SETTLE ELECTION CONTEST
HOUSTON, TEXAS – May 23, 2008 –
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. Xxxxxxx
Xxxxxxxxx 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 Xxxxxx X. Xxxxx,
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 Xxxxxx Xxxxxxx, 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 xxx.xxx.xxx. The
Proxy Materials and other relevant documents may also be obtained free of charge
from VAALCO at VAALCO Energy, Inc., 0000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000; or by phone at (000) 000-0000. The Proxy Materials are also
available on VAALCO’s website at xxx.xxxxxx.xxx. 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 xxxx://xxx.xxx.xxx, or which can be received by contacting VAALCO at
0000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, (000)
000-0000.
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 XX
Xxxxx
Xxxxxxx 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 Contact
W.
Xxxxxxx Xxxxxxxxx
000-000-0000
|
VAALCO
Media Contact
Xxxxxx
Xxxxxxx / Barrett Golden
Xxxxx
Xxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxx
000-000-0000
NANES
DELORME PARTNERS Media Contact
Xxxx
Xxxxxxxx/Xxx Xxxxxxx/Xxxx Xxxxxxx
Sard
Verbinnen & Co.
212-687-8080
|
EXHIBIT
A
IN THE
UNITED STATES DISTRICT COURT
FOR THE
SOUTHERN DISTRICT OF TEXAS
HOUSTON
DIVISION
|
VAALCO
ENERGY, INC.
Plaintiff,
x.
XXXXX
DELORME PARTNERS I LP,
NANES
BALKANY PARTNERS LLC,
NANES
BALKANY MANAGEMENT LLC,
XXXXXX
XXXXXXX, XXXXX XXXXX,
and
PILATUS ENERGY S.A.
Defendants.
|
§
§
§
§
§
§
§
§
§
§
§
§
§
|
C.A.
No. 4:08-CV-01484
|
STIPULATION
OF PARTIAL DISMISSAL
IT IS
HEREBY STIPULATED AND AGREED, by and among the parties hereto, through their
undersigned counsel, that each and every claim asserted by VAALCO Energy, Inc.
in the above-noted action against Nanes Delorme Partners I LP, Nanes Balkany
Partners LLC, Nanes Balkany Management LLC, Xxxxxx Xxxxxxx and Xxxxx Xxxxx is
dismissed with prejudice, pursuant to Federal Rule of Civil Procedure
41(a)(1)(A)(ii).
The
parties shall bear their respective costs and attorney’s fees.
_______________________________________
Xxxxx X.
Xxxxxx
State Bar
No. 20607715
Xxxx M.B.
Xxxxxxx
Xxxxx Xxx
Xx. 00000000
Xxxxxx
xxx Xxxxx, XXX
000 Xxxx
Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000
Attorneys
for Plaintiff VAALCO Energy, Inc.
_______________________________________
Xxxxxxx
X. Held
State Bar
No. 24030333
Xxxxxx
& Xxxxxx, LLP
First
City Tower
0000
Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
Attorneys
for Defendants Nanes Delorme Partners I LP, Nanes Balkany Partners LLC, Nanes
Balkany Management LLC, Xxxxxx Xxxxxxx and Xxxxx Xxxxx
____________________________________
Xxxxxx X.
Xxxxxxx
Pro
hac Vice
Olshan,
Grundman, Frome, Xxxxxxxxxx &
Xxxxxxx,
LLP
Park
Avenue Tower
00 X.
00xx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attorneys
for Defendants Nanes Delorme Partners I LP, Nanes Balkany Partners LLC, Nanes
Balkany Management LLC, Xxxxxx Xxxxxxx, and Xxxxx Xxxxx
