·
|
Evaluate
a range of strategic alternatives, including the possible sale of the
entire company or the divestiture of its valuable West African
portfolio;
|
·
|
Retain
a top tier investment bank to initiate an open bid process to sell the
Company to the highest bidder. Having spoken to numerous industry experts
and potential acquirers, we are confident that an offer to sell the entire
Company would attract several interested parties that would pay a
substantial premium to the current share price. As noted and detailed in
our enclosed preliminary valuation analysis (see enclosed Table 3 - VAALCO
Preliminary Valuation Analysis), we would anticipate a sale of the entire
company would fetch a minimum of $7.12 per share (representing
approximately a 60% premium to the current share
price);
|
·
|
Cease
attempting to diversify away from the Company’s core geographical area in
West Africa. The Company has been unwisely spending cash on acquiring and
drilling minor North Sea interests that have been total exploration
failures. The Company most recently announced its latest disappointing
result in January 2008 when it drilled a dry hole on the 9/28b-19A
exploration well for $12 million;
|
·
|
Take
all the appropriate measures to reduce the Company’s administrative costs
and close the Company’s office in Aberdeen (UK). We believe this office
was inappropriately opened to further develop the Company’s presence in
the North Sea, which should be reduced, and not expanded;
and
|
·
|
Improve
the Company’s corporate governance with the immediate redemption of the
Shareholders Rights Plan (“the Poison Pill”) adopted in September 2007
along with the declassification of the staggered Board and a prompt review
of the current skill set, composition and selection process of the
Board.
|
By:
Nanes Balkany Partners LLC, General Partner
|
|||
By:
|
/s/ Julien Balkany | ||
Name:
|
Julien
Balkany
|
||
Title:
|
Managing
Member
|
Table
1 - Summary E&P comparable trading multiples (as of March 3,
2008)
|
||||||||
Company
|
Ticker
|
EV/
EBITDA
|
Annual
Return
|
|||||
Selected
E&P Peer Group
|
2007E
|
2008E
|
Year to
Date*
|
2007
|
||||
Approach
Resources
|
AREX
|
10.6x
|
6.5x
|
10.30%
|
7%
|
|||
Cabot
Oil & Gas
|
COG
|
11.5x
|
10.4x
|
25.10%
|
33%
|
|||
Denbury
Resources
|
DNR
|
13.3x
|
11.0x
|
7.50%
|
114%
|
|||
Newfield
Exploration
|
NFX
|
5.9x
|
6.2x
|
6.20%
|
15%
|
|||
Petrohawk
Energy
|
HK
|
7.1x
|
7.9x
|
5.00%
|
51%
|
|||
Plains
Exploration
|
PXP
|
15x
|
7.8x
|
2.00%
|
14%
|
|||
Quicksilver
Resources
|
KWK
|
20x
|
15.3x
|
19.20%
|
63%
|
|||
Range
Resources
|
RRC
|
14.5x
|
11.6x
|
22.30%
|
87%
|
|||
Southwestern
Energy
|
SD
|
19.1x
|
13.9x
|
21.70%
|
59%
|
|||
Ultra
Petroleum
|
UPL
|
26.2x
|
15.8x
|
10.30%
|
50%
|
|||
W&T
Offshore
|
WTI
|
4.1x
|
3.8x
|
18.30%
|
-2%
|
|||
Brigham
Exploration
|
BEXP
|
5.3x
|
5.7x
|
6.50%
|
3%
|
|||
Carrizo
Oil & Gas
|
CRZO
|
21.3x
|
12.5x
|
8.30%
|
89%
|
|||
Delta
Petroleum
|
DPTR
|
33.1x
|
16.2x
|
28.50%
|
-19%
|
|||
Encore
Acquistion Co.
|
EAC
|
7.0x
|
5.8x
|
8.80%
|
36%
|
|||
Exco
Resources
|
XCO
|
7.5x
|
6.0x
|
9.60%
|
-8%
|
|||
Mariner
Energy
|
ME
|
5.0x
|
3.0x
|
23.70%
|
17%
|
|||
Penn
Virginia
|
PVA
|
6.7x
|
3.2x
|
-3.70%
|
25%
|
|||
PetroQuest
Energy
|
PQ
|
5.3x
|
4.3x
|
13.70%
|
12%
|
|||
Swift
Energy
|
SFY
|
4.3x
|
3.5x
|
11.10%
|
-2%
|
|||
Whiting
Petroleum
|
WLL
|
7.2x
|
6.2x
|
5.70%
|
24%
|
|||
Select
E&P Peer Group
|
11.9x
|
8.4x
|
12%
|
32%
|
||||
S&P
MidCap Oil & Gas E&P Index
|
NA
|
NA
|
9%
|
44%
|
||||
S&P
SmallCap Oil & Gas E&P Index
|
NA
|
NA
|
11%
|
27%
|
P
/ E
|
EV/
EBITDA
|
Annual
Return
|
|||||||||||||
2007E 2008E
|
2007E 2008E
|
Year
to Date*
|
2007
|
||||||||||||
Bear
Stearns E&P Index
|
19.4x
|
18.9x
|
7.5x
|
6.4x
|
9%
|
35%
|
|||||||||
VAALCO
Energy (EGY)
|
9.5x
|
8.5x
|
2.4x
|
2.2x
|
-4%
|
-30%
|
|||||||||
*
until March 3, 2008
|
|||||||||||||||
Source:
Bloomberg, Bear Stearns & Co. Inc. and JPMorgan estimates
|
|||||||||||||||
This
sample of US publicly listed small and medium-size companies E&P
companies has been provided only for general information purposes and does
not represent an investment advice.
|
Table
2 - Similar Recent Transactions Multiples in Gabon
|
|||||||||||||
Date
|
Acquirer
|
Seller
|
Price
($MM)
|
Description
of the Transaction
|
2P Reserves(1)
|
$
/ 2P(1)
|
|||||||
Aug-06
|
Addax
|
PanOcean
|
1,400
|
Addax
acquired PanOcean Energy, a Canadian E&P company with all its assets
located in Gabon. Its core holding was its 31% interest in the Etame
Permit.
|
67MMBOE
|
$21
|
|||||||
Nov-07
|
Oranje-Nassau
|
Devon
Energy
|
206
|
Devon
sold its 18.75% non-operated interest in the Kowe Block, offshore Gabon to
Oranje-Nassau.
|
10MMBOE
|
$21
|
|||||||
This
implies a value of $221MM for VAALCO's 28% interest in the Etame
Permit
|
10.5MMBOE(2)
|
$21
|
(1)
Net proved and probable reserves in million barrels of oil
equivalent
(2)
According to slide 25 of the Company Corporate Presentation at
Pritchard Energy Conference in January 2008
|
Table
3 - VAALCO Preliminary Valuation Analysis
|
|||||||
Est.
Value
($MM)
|
Est.
Value /
Share
|
||||||
Estimated
NPV for the Etame Permit ( Producing Assets Gabon) (1)
|
220
|
$3.73
|
|||||
African
Exploration Assets (2)
|
110
|
$1.86
|
|||||
North
Sea Interest (3)
|
(15)
|
($0.25)
|
|||||
Other
Assets (including Texas and Gulf of Mexico Properties)
|
5
|
$0.08
|
|||||
Net
Debt
|
(5)
|
($0.08)
|
|||||
Cash
in Bank (4)
|
105
|
$1.78
|
|||||
Implied
Total NAV for VAALCO Energy, Inc.
|
420
|
$7.12
|
|||||
Current
Share Price (5)
|
$4.45
|
||||||
Implied
Total Premium to Current Share Price
|
60%
|
(1)
Discounted net present value at 10% (post-tax) of proved and probable
reserves for VAALCO in the Etame Permit, as of December 31, 2007 and using
a long term oil price of $75 per barrel
|
(2) Exploration
risked value for the Company’s 100% interest in the Mutumba field (Gabon)
and for its 40% working interest in the offshore Block 5
(Angola)
|
(3)
Future liability due to the payment of a significant portion of the well
cost on Block 48/25c
|
(4)
According to slide 25 of the Company Corporate Presentation at Pritchard
Energy Conference in January 2008
|
(5)
As of March 6, 2008
|
The
estimates and information shown above represent the opinions of Nanes
Delorme Partners I LP and should not be regarded by any recipient as
providing the basis for any investment decision nor should it be
interpreted as a fairness opinion.
|