Energy XXI To Buy EPL Oil & Gas For $2.3 Bln, Incl. Debt - Quick Facts

(RTTNews) - Energy XXI (EXXI, EXXI.L) and EPL Oil & Gas Inc. (EPL) announced that they have signed a definitive merger agreement by which Energy XXI will acquire all of EPL's outstanding shares for total consideration of $2.3 billion, including the assumption of debt.

Both the boards of directors of Energy XXI and EPL unanimously recommended that shareholders vote in favor of the transaction.

Upon completion of the merger, Energy XXI expects to have an enterprise value of approximately $6 billion.

The companies said that the consideration to be received by EPL stockholders is valued at $39.00 per EPL share based on Energy XXI's closing price as of March 11, 2014, representing a 37 percent premium to the 30-day average closing price of EPL shares and a 34 percent premium over the closing price of EPL shares on March 11, 2014.

The aggregate consideration will be paid 65 percent in cash and 35 percent in Energy XXI common shares, based on Energy XXI's closing price on March 11, 2014.

EPL stockholders will be able to elect, for each EPL share held, either (i) $39.00 in cash, (ii) 1.669 common shares of Energy XXI, or (iii) $25.35 in cash plus 0.584 common shares of Energy XXI. All elections by shareholders will be subject to proration.

Upon closing, Energy XXI shareholders are expected to own approximately 77 percent of the combined company and EPL shareholders are expected to own the remaining 23 percent.

Aggregate consideration to EPL shareholders is expected to consist of approximately $1 billion in cash and approximately 23.4 million common shares of Energy XXI.

Once the transaction is completed, Energy XXI Chairman and CEO John Schiller will remain chairman and CEO of the combined entity.