Item 7.01. Regulation FD Disclosure.
As previously announced, VAALCO Energy, Inc., a Delaware corporation (“VAALCO”)
and VAALCO Energy Canada ULC (“AcquireCo”), an Alberta unlimited liability
company and an indirect wholly-owned subsidiary of VAALCO, entered into an
Arrangement Agreement, dated as of July 13, 2022 (“Arrangement Agreement”), with
TransGlobe Energy Corporation, an Alberta corporation (“TransGlobe”), pursuant
to which, among other things, AcquireCo will acquire all of the issued and
outstanding common shares of TransGlobe (the “Arrangement”) with TransGlobe
continuing as a direct wholly-owned subsidiary of AcquireCo and an indirect
wholly-owned subsidiary of VAALCO.
On August 15, 2022, VAALCO issued a press release that announced that VAALCO’s
board of directors has established the record date a special meeting VAALCO’s
stockholders to consider and vote on the proposed Arrangement. The record date
for the special meeting will be August 24, 2022. Stockholders of record of
VAALCO as of the close of business on August 24, 2022, the record date for the
special meeting, will be entitled to notice of and to vote at the special
meeting. The date of the special meeting will be determined and announced at a
later time. A copy of the press release is furnished as Exhibit 99.1 hereto and
is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1993, as amended (the “Securities Act”),
except as otherwise stated in such filings. Similarly, the information on
VAALCO’s website shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section.
Important Information About the Proposed Arrangement and Where to Find It
In connection with the proposed Arrangement, VAALCO intends to file preliminary
and definitive proxy statements with the Securities and Exchange Commission (the
“SEC”). The preliminary and definitive proxy statements and other relevant
documents will be sent or given to the stockholders of VAALCO as of the record
date established for voting on the proposed Arrangement and will contain
important information about the proposed Arrangement and related matters.
Stockholders of VAALCO and other interested persons are advised to read, when
available, the preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with VAALCO’s
solicitation of proxies for the meeting of stockholders to be held to approve,
among other things, the issuance of shares of VAALCO common stock in connection
with the proposed Arrangement because the proxy statement will contain important
information about VAALCO, TransGlobe and the proposed Arrangement. When
available, the definitive proxy statement will be mailed to VAALCO’s
stockholders as of the record date of August 24, 2022. Stockholders will also
be able to obtain, without charge, copies of (i) the proxy statement, once
available, (ii) the other filings with the SEC that have been incorporated by
reference into the proxy statement and (iii) other filings containing
information about VAALCO, TransGlobe and the proposed Arrangement, at the SEC’s
website at http://www.sec.gov or by directing a request to: VAALCO Energy, Inc., 9800
Richmond Avenue, Suite 700, Houston, TX 77042, Attention: Secretary, telephone:
(713) 623-0801.
Participants in the Proposed Arrangement Solicitation
VAALCO, TransGlobe and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from VAALCO’s stockholders in
connection with the proposed Arrangement. VAALCO’s stockholders and other
interested persons may obtain, without charge, more detailed information (i)
regarding the directors and officers of VAALCO in VAALCO’s 2021 Annual Report on
Form 10-K filed with the SEC on March 11, 2022, its proxy statement relating to
its 2022 Annual Meeting of Stockholders filed with the SEC on April 22, 2022 and
other relevant materials filed with the SEC when they become available; and (ii)
regarding TransGlobe’s directors and officers in TransGlobe’s 2021 Annual
Information Form, which is attached as Exhibit 99.1 to Form 40-F, filed with the
SEC on March 17, 2022 and other relevant materials filed with the SEC when they
become available. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to VAALCO’s stockholders
in connection with the proposed Arrangement will be set forth in the proxy
statement for the proposed Arrangement when available. Additional information
regarding the interests of participants in the solicitation of proxies in
connection with the proposed Arrangement will be included in the proxy statement
that VAALCO intends to file with the SEC.
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Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act,
which are intended to be covered by the safe harbors created by those laws and
other applicable laws and “forward-looking information” within the meaning of
applicable Canadian securities laws. Where a forward-looking statement expresses
or implies an expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis. All statements other than statements of historical fact may be
forward-looking statements. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,”
“should,” “may,” “likely,” “plan,” “probably” or similar words may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this Current
Report on Form 8-K may include, but are not limited to, statements relating to
(i) the proposed Arrangement and its expected terms, timing and closing,
including receipt of required approvals, if any, satisfaction of other customary
closing conditions and expected changes and appointments to the executive team
and board of directors; (ii) estimates of pro forma reserves and future
drilling, production and sales of crude oil and natural gas; (iii) estimates of
future cost reductions, synergies, including pre-tax synergies, savings and
efficiencies; (iv) expectations regarding VAALCO’s ability to effectively
integrate assets and properties it may acquire as a result of the proposed
Arrangement into VAALCO’s operations (v) expectations regarding future
exploration and the development, growth and potential of VAALCO’s and
TransGlobe’s operations, project pipeline and investments, and schedule and
anticipated benefits to be derived therefrom; (vi) expectations regarding future
investments or divestitures; (vii) expectations of future dividends and returns
to stockholders including share buybacks; (viii) expectations of future balance
sheet strength and credit ratings including pro forma financial metrics; (ix)
expectations of future equity and enterprise value; (x) expectations regarding
the listing of the common stock, par value $0.10 of VAALCO (“VAALCO common
stock”) on the New York Stock Exchange and London Stock Exchange; and delisting
of TransGlobe shares from Nasdaq, the Toronto Stock Exchange and Alternative
Investment Market; (xi) expectations regarding the percentage share of the
combined company that are expected to be owned by existing VAALCO stockholders
and TransGlobe shareholders; (xii) expectations of future plans, priorities,
focus and benefits of the proposed Arrangement and the combined company; (xiii)
the combined company’s environmental, social and governance related focus and
commitments, and the anticipated benefits to be derived therefrom; (xiv) terms
of hedging contracts; and (xv) expectations relating to resource potential and
the potential to add reserves.
Additionally statements relating to “reserves” are deemed to be forward-looking
statements, as they involve the implied assessment, based on certain estimates
and assumptions, that the reserves described exist in the quantities predicted
or estimated and can be profitably produced in the future. Forward-looking
statements regarding the percentage share of the combined company that are
expected to be owned by existing VAALCO stockholders and TransGlobe shareholders
have been calculated based on each company’s vested outstanding shares as of the
date of the Arrangement Agreement. Dividends of VAALCO beyond the third quarter
2022 have not yet been approved or declared by the board of directors of VAALCO.
VAALCO management’s expectations with respect to future dividends, annualized
dividends or other returns to stockholders, including share buybacks, are
forward-looking statements. Investors are cautioned that such statements with
respect to future dividends and share buybacks are non-binding. The declaration
and payment of future dividends or the terms of any share buybacks remain at the
discretion of the board of directors of VAALCO and will be determined based on
VAALCO’s financial results, balance sheet strength, cash and liquidity
requirements, future prospects, crude oil and natural gas prices, and other
factors deemed relevant by the board of directors of VAALCO. The board of
directors of VAALCO reserves all powers related to the declaration and payment
of dividends. Consequently, in determining the dividend to be declared and paid
on VAALCO common stock, the board of directors of VAALCO may revise or terminate
the payment level at any time without prior notice. Such forward-looking
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed,
projected or implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to: the ability to obtain
stockholder, shareholder, court and regulatory approvals (if any) in connection
with the proposed Arrangement; the ability to complete the proposed Arrangement
on the anticipated terms and timetable; the possibility that various closing
conditions for the Arrangement may not be satisfied or waived; risks relating to
any unforeseen liabilities of VAALCO and/or TransGlobe; the tax treatment of the
proposed Arrangement in the United States and Canada; declines in oil or natural
gas prices; the level of success in exploration, development and production
activities; adverse weather conditions that may negatively impact development or
production activities; the timing and costs of exploration and development
expenditures; inaccuracies of reserve estimates or assumptions underlying them;
revisions to reserve estimates as a result of changes in commodity prices;
impacts to financial statements as a result of impairment write-downs; the
ability to generate cash flows that, along with cash on hand, will be sufficient
to support operations and cash requirements; the ability to attract capital or
obtain debt financing arrangements; currency exchange rates and regulations;
actions by joint venture co-owners; hedging decisions, including whether or not
to enter into derivative financial instruments; international, federal and state
initiatives relating to the regulation of hydraulic fracturing; failure of
assets to yield oil or gas in commercially viable quantities; uninsured or
underinsured losses resulting from oil and gas operations; inability to access
oil and gas markets due to market conditions or operational impediments; the
impact and costs of compliance with laws and regulations governing oil and gas
operations; the ability to replace oil and natural gas reserves; any loss of
senior management or technical personnel; competition in the oil and gas
industry; the risk that the proposed Arrangement may not increase VAALCO’s
relevance to investors in the international exploration and production industry,
increase capital market access through scale and diversification or provide
liquidity benefits for stockholders; and other risks described (i) under the
caption “Risk Factors” in VAALCO’s 2021 Annual Report on Form 10-K, filed with
the SEC on March 11, 2022; and (ii) in TransGlobe’s 2021 Annual Report on Form
40-F, filed with the SEC on March 17, 2022 or TransGlobe’s annual information
form for the year ended December 31, 2021 dated March 17, 2022. Neither VAALCO
nor TransGlobe is affirming or adopting any statements or reports attributed to
the other (including prior oil and gas reserves information) in this Current
Report on Form 8-K or made by the other outside of this Current Report on Form
8-K. More information on potential factors that could affect VAALCO’s or
TransGlobe’s financial results will be included in the preliminary and the
definitive proxy statements that VAALCO intends to file with the SEC in
connection with VAALCO’s solicitation of proxies for the meeting of stockholders
to be held to approve, among other things, the issuance of shares of VAALCO
common stock in connection with the proposed Arrangement. There may be
additional risks that neither VAALCO nor TransGlobe presently knows, or that
VAALCO or TransGlobe currently believes are immaterial, that could also cause
actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect VAALCO’s and
TransGlobe’s expectations, plans or forecasts of future events and views as of
the date of this Current Report on Form 8-K. Should one or more of these risks
or uncertainties materialize, or should any of the assumptions prove incorrect,
actual results may vary in material respects from those projected in these
forward-looking statements. No obligation is being undertaken to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws.
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No Offer or Solicitation
This document shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
. . .
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description
99.1 Press Release issued on August 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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