DENVER, CO, Jan 16, 2012 (MARKETWIRE via COMTEX) --Venoco, Inc. (NYSE: VQ), a leading independent energy company,
announced that it has entered into a definitive merger agreement
under which Timothy M. Marquez, Venoco's Chairman and CEO, who,
together with affiliated trusts and foundations, holds 50.3% of
Venoco's common stock, will acquire Venoco through a wholly owned
entity, Denver Parent Corporation.
Under the agreement, Venoco shareholders, excluding Mr. Marquez and
his affiliated entities, will receive $12.50 per share in cash upon
completion of the transaction. The price represents a premium of 63%
to Venoco's closing price on Friday, January 13, 2012, the last
trading day before the announcement of the transaction and a premium
of 75% to the volume-weighted one-month moving average for that date,
and implies a total enterprise value of approximately $1.5 billion.
The special committee of the board of directors that was formed in
August 2011 to review the proposal from Mr. Marquez, with the
assistance of independent legal and financial advisors, completed a
thorough review of the proposal, investigated various alternatives
and other potential bidders, and unanimously concluded that the
transaction with Mr. Marquez was in the best interests of Venoco's
minority shareholders. Based on the unanimous recommendation of the
special committee, the agreement was also approved by the full board
other than Mr. Marquez, who abstained.
Rick Walker, the Chairman of the special committee, stated, "After a
thorough assessment, with the assistance of independent legal and
financial advisors and after a comprehensive 5-month search of the
market for superior alternatives, we concluded that this transaction
will maximize value for our public shareholders. We are also pleased
to have successfully negotiated a 'majority of the minority' approval
right for our public shareholders."
Mr. Marquez said, "I am pleased to announce this transaction, which I
believe will deliver significant value to our public shareholders. I
am proud of the strong track record of our company, and our valued
employees who make that possible. This transaction will position
Venoco for the long term and allow our company to continue investing
in its future in an era of continued economic uncertainty."
Completion of the transaction is subject to certain closing
conditions, including receipt of shareholder approval, regulatory
approvals, a financing condition and other customary conditions. The
merger agreement contains a non-waivable condition that a majority of
the outstanding shares of Venoco not owned by Mr. Marquez and his
affiliates or by any director, officer or employee of Venoco or its
subsidiaries vote in favor of the adoption of the merger agreement.
BofA Merrill Lynch and Strategic Energy Advisors, LLC are acting as
financial advisors to the special committee, and Squire Sanders is
acting as legal advisor to the special committee.
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Mr.
Marquez, and Citigroup and BMO Capital Markets are working with Mr.
Marquez on the transaction.
About Venoco, Inc.
Venoco is an independent energy company
primarily engaged in the acquisition, exploration, exploitation and
development of oil and natural gas properties primarily in
California. Venoco operates three offshore platforms in the Santa
Barbara Channel, has non-operated interests in three other platforms,
operates three onshore properties in Southern California, and has
extensive operations in Northern California's Sacramento Basin.
Additional Information and Where to Find It
This communication may
be deemed to be solicitation material in respect of the proposed
acquisition of Venoco, Inc. by Denver Parent Corporation. In
connection with the transaction, Venoco, Inc. will file a proxy
statement and file or furnish other relevant materials with the
Securities and Exchange Commission, or SEC. STOCKHOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR
FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE, THESE MATERIALS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Stockholders will be able to obtain a free copy of the proxy
statement when available and other relevant documents filed with the
SEC from the SEC's website at www.sec.gov, or by directing a request
by mail to Venoco, Inc., 370 17th Street, Suite 3900, Denver, CO
80202-1370, or from the Company's website at www.venocoinc.com. The
contents of the websites referenced above are not deemed to be
incorporated by reference into the proxy statement.
Participants in Solicitation
Venoco, Inc. and certain of its
directors, officers and other members of management may, under the
rules of the SEC, be deemed to be "participants" in the solicitation
of proxies from its stockholders that will occur in connection with
the transaction. Information concerning the interests of the persons
who may be considered "participants" in the solicitation is set forth
in the Company's proxy statements and Annual Reports on Form 10-K
previously filed with the SEC, and will be set forth in the proxy
statement relating to the transaction when the proxy statement
becomes available. Copies of these documents can be obtained, without
charge, at the SEC's website at www.sec.gov, by directing a request
to the Company at the address above, or at www.venocoinc.com.
This press release contains statements
that are "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations or beliefs
about future events. These statements are not guarantees of future
events and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual events may differ materially
from what is expressed in such forward-looking statements due to
numerous factors. These include uncertainties regarding whether an
acquisition of Venoco will be consummated upon the terms contemplated
by the merger agreement or at all, whether financing will be
available on acceptable terms or at all, whether Venoco's minority
shareholders will approve the transaction, and whether the other
conditions to consummate the transaction will be satisfied. Further
information and risks regarding factors that could affect our
business, operations, financial results or financial positions are
discussed from time to time in Venoco's Securities and Exchange
Commission filings and reports, including its annual report for Form
10-K for the year ended December 31, 2010. The shareholders of Venoco
and other readers are cautioned not to put undue reliance on any
forward-looking statements. Venoco undertakes no obligation to
publicly update any forward-looking statements, whether as a result
of new information, future events or otherwise.
For further information, please contact
E-Mail Email Contact
SOURCE: Venoco, Inc.