VAALCO Energy Inc. (NYSE: EGY) has entered into an agreement with Group 42 Inc., private investor Bradley L. Radoff, and certain other participants (collectively, the Group 42-BLR Group), which beneficially owns approximately 11.1% of the company's outstanding stock, regarding the composition of the VAALCO board of directors and certain other positive changes. In connection with the agreement, the Group 42-BLR Group has withdrawn its consent solicitation to replace a majority of the directors of VAALCO, and the company has canceled its plans for a special meeting of stockholders on Jan. 5, 2016.
Under the terms of the agreement, incumbent directors James B. Jennings and O. Donaldson Chapoton will retire from the board, effective immediately. VAALCO will appoint the chairman of Group 42, Michael Keane, to its board and the Nominating and Corporate Governance and Compensation committees, effective immediately.
In connection with the settlement with the Group 42-BLR Group, the board has also appointed another independent director, a representative of another stockholder of the company. In addition, VAALCO has committed to nominate for election a mutually agreeable independent member to its board at the 2016 annual meeting of stockholders. VAALCO has agreed to fix the size of the board at no more than seven members until the 2016 annual meeting of stockholders at which time it will be increased to no more than eight members.
The company has also agreed to separate its chairman and CEO roles. Andrew Fawthrop will assume the role of chairman of the board and Keane will become vice chairman, effective immediately.
Pursuant to the agreement, VAALCO has also terminated its stockholder rights plan. The Group 42-BLR Group agreed to vote all of its shares in favor of the VAALCO board's nominees at the 2016 annual meeting of stockholders and has entered into other customary standstill and voting commitments.
Vinson & Elkins L.L.P. and Young Conaway Stargatt & Taylor LLP are serving as legal counsel to the company. Olshan Frome Wolosky LLP is serving as legal advisor to the Group 42-BLR Group.
Keane is an executive with over 25 years of experience in business strategy, corporate finance, and investment banking. He has served as the chairman of the board at Group 42 Inc. since 2010. Keane was previously a clinical professor of finance at the University of Southern California's Marshall School of Business, where he served for more than 10 years teaching courses in investments and corporate finance. He has also been a corporate finance executive for several NYSE-traded companies, and was managing director of investment banking for Susquehanna International Group, Seidler Companies Inc., and Kemper Securities, where he specialized in mergers and acquisitions, public offerings, and private placements. He holds a law degree from the University of Texas, and a Master of Business Administration degree in finance from the University of Chicago.
VAALCO Energy is a Houston-based independent energy company principally engaged in the acquisition, exploration, development, and production of crude oil. The company's properties and exploration acreage are located primarily in Gabon, Angola, and Equatorial Guinea in West Africa.
Group 42 is a US-based holding company that delivers energy services to international customers. It operates in North America, Asia Pacific, the Arabian Gulf, West Africa, and the North Sea.