DFAN14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to Section 240.14a-12
ENERGY PARTNERS, LTD.
(Name of Registrant As Specified In Its Charter)
ATS INC.
an indirect wholly owned subsidiary of
WOODSIDE PETROLEUM LTD.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or schedule
and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
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Filing party: |
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Date filed: |
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TABLE OF CONTENTS
EXHIBIT INDEX
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Exhibit No. |
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99.1
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Press Release issued by ATS Inc., dated September 18, 2006 |
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99.2
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Australian Stock Exchange Announcement issued by Woodside
Petroleum Ltd., dated September 18, 2006 |
News Release
ATS RESPONDS TO ENERGY PARTNERS BOARDS RECOMMENDATION REGARDING ITS ALL CASH PREMIUM TENDER OFFER
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Energy Partners stockholders deserve to receive a premium for their shares rather
than pay a premium |
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Energy Partners Boards actions further entrench its directors and management |
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ATS legal challenge results in Energy Partners stockholders regaining right to act
by majority written consent |
Covington, Louisiana, September 18, 2006ATS Inc., a subsidiary of Woodside Petroleum Ltd. (ASX:
WPL), Australias largest publicly listed oil and gas company, is disappointed that the Board of
Directors of Energy Partners, Ltd. (NYSE: EPL) recommended to its stockholders that they reject the
ATS cash offer of $23.00 per share, which is subject to an increase to $24.00 per share under
certain circumstances.
EPL stockholders should question why the EPL Board continues to recommend diluting the ownership of
existing stockholders and significantly increasing the Companys debt in order to pay a premium to
Stone Energy stockholders under the proposed EPL and Stone Energy merger agreement, instead of
recommending the ATS all cash offer.
Under the ATS cash offer EPL stockholders would receive a premium of 25% (30% in certain
circumstances) to EPLs closing price of $18.40 on August 25, 2006, the last trading day prior to
the announcement of the ATS offer.
ATS believes that its offer is even more valuable to EPL stockholders today than when first
announced given the subsequent and substantial decrease in crude oil and natural gas prices as
shown below:
Natural Gas Prices ($/MMBTU)
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08/25/2006 |
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09/15/2006 |
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% Change |
Henry Hub Spot Price |
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$ |
7.40 |
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$ |
4.40 |
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(41 |
%) |
New York Mercantile Exchange
Average Futures Contract
(Next 12 months) |
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$ |
9.32 |
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$ |
7.45 |
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(20 |
%) |
Source: Bloomberg Energy Service
Crude Oil Prices ($/BBL)
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08/25/2006 |
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09/15/2006 |
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% Change |
West Texas Intermediate (Cushing) |
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$ |
72.13 |
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$ |
63.33 |
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(12 |
%) |
New York Mercantile Exchange
Average Futures Contract Price
(Next 12 months) |
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$ |
75.24 |
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$ |
67.09 |
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(11 |
%) |
Source: Bloomberg Energy Service
Since August 25, 2006, the last day of trading prior to the ATS announcement of its offer, the
share prices of EPLs peers, identified by EPL in their proxy statement, have fallen substantially
(approximately 10% on average and 13% on an equity market capitalization weighted average).
In light of this decline, ATS believes its offer now represents even better value for EPL
stockholders than when originally announced. In addition, it remains more attractive than either
the merger with Stone Energy or EPL remaining a stand-alone entity.
ATS President Mark Chatterji said EPL stockholders should be disappointed by their Boards actions
to frustrate the freedom of choice for stockholders, some of which would siphon value from the
Companys stockholders to the Companys management.
By adopting a poison pill and implementing excessive change of control severance benefits for
executives and other employees, EPL management becomes further entrenched. One has to question if
the EPL Board of Directors is committed to realizing value for its stockholders and acting in the
stockholders best interests, Mr. Chatterji said.
ATS is pleased that on September 13, 2006 EPL announced revisions to its bylaws, which removed the
85% supermajority requirement for any action to be taken by the written consent of the EPL
stockholders. EPLs Board effectively recognized ATSs claim that the 85% supermajority
requirement was an invalid method of restricting the stockholders statutory right to act by
written majority consent.
ATS remains confident that EPL stockholders will send a clear message to the EPL Board and
management by voting against the Stone Energy transaction.
ATS commenced its cash tender offer on August 31, 2006 and the offer expires at 12:00 midnight, New
York City time on Thursday September 28, 2006, unless extended.
The complete terms and conditions of the offer are set forth in the Offer to Purchase and related
Letter of Transmittal, copies of which are available by contacting the Information Agent for the
offer, Innisfree M&A Incorporated. Stockholders may call toll-free: (877) 456-3427; banks and
brokers may call collect: (212) 750-5833.
Media Contact: Roger Martin
Telephone: 011 61 8 9348 4591
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC: ATS has filed a preliminary proxy
statement with the SEC relating to a solicitation of proxies from the stockholders of Energy
Partners, Ltd. in connection with its proposed special meeting of stockholders and will file a
definitive proxy statement with the SEC. ATS will also file a preliminary consent statement with
the SEC relating to a consent solicitation to remove each of the members of Energy Partners, Ltd.s
board of directors and to elect nominees of ATS to the Energy Partners, Ltd. board of directors.
The definitive proxy statement and definitive consent statement will each be mailed to the
stockholders of Energy Partners, Ltd. EPL STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT, THE DEFINITIVE CONSENT STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a
free copy of the preliminary proxy statement, and when available, the definitive proxy statement,
the preliminary consent statement and the definitive consent statement and other relevant documents
filed by ATS at the SECs web site at http://www.sec.gov. The definitive proxy statement and
definitive consent statement (each when available) and such other documents may also be obtained
for free from ATS by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue,
20th Floor, New York, New York 10022, stockholders call toll-free at (877) 456-3427 (banks and
brokers call collect at (212) 750-5833).
ATS, its parent, Woodside Petroleum Ltd and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies and consents from
stockholders of Energy Partners, Ltd. in respect of the proposed transaction. The identity of and
information regarding persons who, under the SEC rules, may be considered participants in the
solicitation of proxies and/or consents from EPL stockholders for use at EPLs
Page 2
special meeting or
otherwise are contained in the preliminary proxy statement filed with the SEC by ATS and will be
contained in the preliminary consent statement when filed with the SEC.
This press release is for informational purposes only and does not constitute an offer or
invitation to purchase nor a solicitation of an offer to sell any securities of EPL. ATS Inc. has
previously filed a Schedule TO with the SEC containing an offer to purchase all of the outstanding
shares of common stock of EPL for $23 per share. The tender offer is being made solely by means of
the offer to purchase and the exhibits filed with respect thereto (including the related letter of
transmittal), which contains the full terms and conditions of the tender offer. Investors and
security holders are urged to read the offer to purchase and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a free copy of the
offer to purchase and other relevant documents (including the exhibits to the offer to purchase) at
the SECs Web Site at the address provided above. The offer to purchase and such other documents
may also be obtained free of charge from ATS by directing such request to: Innisfree M&A
Incorporated at the address provided above.
Page 3
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ASX
Announcement
(ASX:WPL)
Monday 18 September 2006
5:15 PM (AWST)
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Media
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Investors |
Roger Martin
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Mike Lynn |
W: + 61 8 9348 4591
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W: + 61 8 9348 4283 |
M: + 61 413 018 674
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M: + 61 439 691 592 |
E: roger.martin@woodside.com.au
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E: mike.lynn@woodside.com.au |
Woodside subsidiary responds to EPL Board recommendation on tender offer
ATS Inc., a subsidiary of Woodside Petroleum Ltd., is disappointed that the Board of
Directors of Energy Partners, Ltd. has recommended to its stockholders that they reject the ATS
cash offer of US$23.00 per share, which is subject to an increase to US$24.00 per share under
certain circumstances.
Attached is a media release issued by ATS.
Woodside
Petroleum Ltd., GPO Box D188, Perth, Western Australia 6000. Tel: +61 8 9348 4000
www.woodside.com.au A.B.N. 55 00 4 898 962
News Release
ATS RESPONDS TO ENERGY PARTNERS BOARDS RECOMMENDATION REGARDING ITS ALL CASH PREMIUM TENDER
OFFER
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Energy Partners stockholders deserve to receive a premium for their shares rather
than pay a premium |
|
|
|
|
Energy Partners Boards actions further entrench its directors and management |
|
|
|
|
ATS legal challenge results in Energy Partners stockholders regaining right to act
by majority written consent |
Covington, Louisiana, September 18, 2006ATS Inc., a subsidiary of Woodside Petroleum Ltd. (ASX:
WPL), Australias largest publicly listed oil and gas company, is disappointed that the Board of
Directors of Energy Partners, Ltd. (NYSE: EPL) recommended to its stockholders that they reject the
ATS cash offer of $23.00 per share, which is subject to an increase to $24.00 per share under
certain circumstances.
EPL stockholders should question why the EPL Board continues to recommend diluting the ownership of
existing stockholders and significantly increasing the Companys debt in order to pay a premium to
Stone Energy stockholders under the proposed EPL and Stone Energy merger agreement, instead of
recommending the ATS all cash offer.
Under the ATS cash offer EPL stockholders would receive a premium of 25% (30% in certain
circumstances) to EPLs closing price of $18.40 on August 25, 2006, the last trading day prior to
the announcement of the ATS offer.
ATS believes that its offer is even more valuable to EPL stockholders today than when first
announced given the subsequent and substantial decrease in crude oil and natural gas prices as
shown below:
Natural Gas Prices ($/MMBTU)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/25/2006 |
|
09/15/2006 |
|
% Change |
Henry Hub Spot Price |
|
$ |
7.40 |
|
|
$ |
4.40 |
|
|
|
(41 |
%) |
New York Mercantile Exchange Average Futures
Contract (Next 12 months) |
|
$ |
9.32 |
|
|
$ |
7.45 |
|
|
|
(20 |
%) |
Source: Bloomberg Energy Service
Crude Oil Prices ($/BBL)
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08/25/2006 |
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09/15/2006 |
|
% Change |
West Texas Intermediate (Cus hing) |
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$ |
72.13 |
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$ |
63.33 |
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(12 |
%) |
New York Mercantile Exchange Average Futures
Contract Price (Next 12 months) |
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$ |
75.24 |
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$ |
67.09 |
|
|
|
(11 |
%) |
Source: Bloomberg Energy Service
Since August 25, 2006, the last day of trading prior to the ATS announcement of its offer, the
share prices of EPLs peers, identified by EPL in their proxy statement, have fallen substantially
(approximately 10% on average and 13% on an equity market capitalization weighted average).
Page 2
In light of this decline, ATS believes its offer now represents even better value for EPL
stockholders than when originally announced. In addition, it remains more attractive than either
the merger with Stone Energy or EPL remaining a stand-alone entity.
ATS President Mark Chatterji said EPL stockholders should be disappointed by their Boards actions
to frustrate the freedom of choice for stockholders, some of which would siphon value from the
Companys stockholders to the Companys management.
By adopting a poison pill and implementing excessive change of control severance benefits for
executives and other employees, EPL management becomes further entrenched. One has to question if
the EPL Board of Directors is committed to realizing value for its stockholders and acting in the
stockholders best interests, Mr. Chatterji said.
ATS is pleased that on September 13, 2006 EPL announced revisions to its bylaws, which removed the
85% supermajority requirement for any action to be taken by the written consent of the EPL
stockholders. EPLs Board effectively recognized ATSs claim that the 85% supermajority
requirement was an invalid method of restricting the stockholders statutory right to act by
written majority consent.
ATS remains confident that EPL stockholders will send a clear message to the EPL Board and manage
ment by voting against the Stone Energy transaction.
ATS commenced its cash tender offer on August 31, 2006 and the offer expires at 12:00 midnight, New
York City time on Thursday September 28, 2006, unless extended.
The complete terms and conditions of the offer are set forth in the Offer to Purchase and related
Letter of Transmittal, copies of which are available by contacting the Information Agent for the
offer, Innisfree M&A Incorporated. Stockholders may call toll- free: (877) 456-3427; banks and
brokers may call collect: (212) 750-5833.
Media Contact: Roger Martin
Telephone: 011 61 8 9348 4591
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC: ATS has filed a preliminary proxy
statement with the SEC relating to a solicitation of proxies from the stockholders of Energy
Partners, Ltd. in connection with its proposed special meeting of stockholders and will file a
definitive proxy statement with the SEC. ATS will also file a preliminary consent statement with
the SEC relating to a consent solicitation to remove each of the members of Energy Partners, Ltd.s
board of directors and to elect nominees of ATS to the Energy Partners, Ltd. board of directors.
The definitive proxy statement and definitive consent statement will each be mailed to the
stockholders of Energy Partners, Ltd. EPL STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT, THE DEFINITIVE CONSENT STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a
free copy of the preliminary proxy statement, and when available, the definitive proxy statement,
the preliminary consent statement and the definitive consent statement and other relevant documents
filed by ATS at the SECs web site at http://www.sec.gov. The definitive proxy statement and
definitive consent statement (each when available) and such other documents may also be obtained
for free from ATS by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue,
20th Floor, New York, New York 10022, stockholders call toll-free at (877) 456-3427 (banks and
brokers call collect at (212) 750-5833).
ATS, its parent, Woodside Petroleum Ltd and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies and consents from
stockholders of Energy Partners, Ltd. in respect of the proposed transaction. The identity of and
information regarding persons who, under the SEC rules, may be considered participants in the
solicitation of proxies and/or consents from EPL stockholders for use at EPLs
Page 3
special meeting or otherwise are contained in the preliminary proxy statement filed with the SEC by
ATS and will be contained in the preliminary consent statement when filed with the SEC.
This press release is for informational purposes only and does not constitute an offer or
invitation to purchase nor a solicitation of an offer to sell any securities of EPL. ATS Inc. has
previously filed a Schedule TO with the SEC containing an offer to purchase all of the outstanding
shares of common stock of EPL for $23 per share. The tender offer is being made solely by means of
the offer to purchase and the exhibits filed with respect thereto (including the related letter of
transmittal), which contains the full terms and conditions of the tender offer. Investors and
security holders are urged to read the offer to purchase and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a free copy of the
offer to purchase and other relevant documents (including the exhibits to the offer to purchase) at
the SECs Web Site at the address provided above. The offer to purchase and such other documents
may also be obtained free of charge from ATS by directing such request to: Innisfree M&A
Incorporated at the address provided above.
Page 4