Calgary, Alberta – TransGlobe Energy Corporation (AIM: TGL) (TSX: TGL) (NASDAQ: TGA) (“TransGlobe” or the “Company”) today announced that TransGlobe has, with the consent of VAALCO Energy, Inc. (NYSE: EGY) (LSE: EGY) (“VAALCO”), postponed the special meeting (the “Meeting”) of the holders (the “TransGlobe Shareholders”) of TransGlobe common shares (“TransGlobe Shares”) to consider, and if deemed advisable, to pass the special resolution (the “Arrangement Resolution”) to approve the proposed plan of arrangement (the “Arrangement”) to implement the business combination with VAALCO (the “Transaction”) originally scheduled to be held at 9:00 a.m. MT on Thursday, September 29, 2022 to 9:00 a.m. MT on October 7, 2022.
TRANSGLOBE BOARD RECOMMENDATION TO VOTE FOR THE ARRANGEMENT RESOLUTION
The board of directors of TransGlobe (the “Board”) confirms its previous unanimous determination that the Arrangement is fair to the TransGlobe Shareholders and that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of TransGlobe. The Board has unanimously determined that the postponement of the Meeting is in the best interests of TransGlobe and unanimously recommends that TransGlobe Shareholders vote FOR the Arrangement Resolution.
POSTPONED SPECIAL MEETING TO BE HELD ON OCTOBER 7, 2022
The Meeting will be held virtually at https://web.lumiagm.com/#/201458342 on October 7, 2022, at 9:00 a.m. (Calgary time).
The terms of the Arrangement and the Arrangement Agreement are further described in the management information circular of TransGlobe dated August 29, 2022 and the related proxy and meeting materials (collectively, the “Meeting Materials”), which were filed on SEDAR under TransGlobe’s profile at www.sedar.com on August 30, 2022 and mailed to TransGlobe Shareholders as of the close of business on August 24, 2022 (the “Record Date”).
HOW TO VOTE
TransGlobe Shareholders who have already voted FOR the Arrangement Resolution
All votes previously cast by TransGlobe Shareholders in favour of the Arrangement Resolution will remain in their current form and such TransGlobe Shareholders do not need to take any further action.
TransGlobe Shareholders who have not yet voted
Your vote is important regardless of the number of TransGlobe Shares you own. It is very important that you carefully read the Meeting Materials and vote your TransGlobe Shares. You will be eligible to vote if you are a TransGlobe Shareholder of record at the close of business on the Record Date. To ensure that your TransGlobe Shares will be represented and voted at the Meeting, you should carefully follow the instructions provided in the Meeting Materials. All TransGlobe Shareholders are encouraged to vote by proxy or in person (virtually) at the Meeting. The deadline for the receipt of proxies is 9:00 a.m. MT on October 5, 2022. However, TransGlobe Shareholders are encouraged to vote their TransGlobe Shares as soon as possible in advance of the Meeting. Detailed instructions on how to vote and how to participate in the Meeting are contained in the Meeting Materials.
TransGlobe Shareholders who wish to revoke their proxy and resubmit their vote
TransGlobe Shareholders as of the Record Date will continue to have the flexibility to amend their vote until 9:00 a.m. (Mountain Time) on October 5, 2022.
Beneficial TransGlobe Shareholders
A beneficial TransGlobe Shareholder who submitted their voting instructions through Broadridge Financial Solutions, Inc. (“Broadridge”) may revoke or change their voting instructions by logging onto www.proxyvote.com or calling 1-800-474-7493 (Canada – English), 1-800-474-7501 (Canada – French) or 1-800-454-8683 (United States). When resubmitting voting instructions, the most recently submitted voting instructions will be recognized as the only valid instructions, and all previously submitted voting instructions will be disregarded and considered as revoked. Updated voting instructions must be submitted no later than 9:00 a.m. MT on October 4, 2022. Beneficial TransGlobe Shareholders who received their Meeting Materials from an intermediary other than Broadridge, should follow the process utilized by their intermediary.
A beneficial TransGlobe Shareholder who holds depositary interests should contact Computershare Investor Services plc at +44 (0) 370 702 0003 as soon as possible for instructions on how to revoke their proxy.
Registered TransGlobe Shareholders
A registered TransGlobe Shareholder may revoke their proxy and change their voting instructions by:
- resubmitting their proxy prior to the deadline noted above if the proxy was submitted online at https://login.odysseytrust.com/pxlogin. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previously submitted proxies will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above; or
- depositing an instrument in writing signed by the TransGlobe Shareholder at the registered office of TransGlobe (2400, 525-8th Avenue SW, Calgary AB T2P 1G1 Attn: TransGlobe Energy Corporation) at any time up to and including October 6, 2022; or
- by attending the Meeting. If a TransGlobe Shareholder uses a 12-digit control number to login to the Meeting online and accepts the terms and conditions, by doing so such TransGlobe Shareholder will be revoking any and all previously submitted proxies and will be given the opportunity to vote at the Meeting.
PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND TO VOTE FOR THE ARRANGEMENT RESOLUTION
Leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC have each recommended that TransGlobe Shareholders vote FOR the Arrangement Resolution, as previously announced by the Company on September 21, 2022 and September 22, 2022, respectively.
An updated timetable for the Transaction will be published separately.