Coastal Energy Company
CEPSA to Acquire Coastal Energy Company for C$19.00 Per Share

Coastal Energy Company 

19.11.2013 06:34
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Delivers Significant and Immediate Value to Coastal Energy Shareholders

HOUSTON, 2013-11-19 06:34 CET (GLOBE NEWSWIRE) -- Coastal Energy Company
('Coastal' or the 'Company') (TSX:CEN) (AIM:CEO) announced today that it has
entered into a definitive merger agreement providing for the acquisition by
Compañia Española de Petroleos, S.A.U. ('CEPSA') of all of the issued and
outstanding shares of Coastal at a price of C$19.00 per common share in cash.
The purchase price represents a premium of 28% to the closing price of the
Company's common shares on the TSX on November 18, 2013. The purchaser is a
newly-incorporated CEPSA controlled entity in which Strategic Resources
(Global) Limited ('SRG') is an investor. The proposed transaction has an
aggregate value of approximately C$2.3 billion including the assumption of C$51
million of net debt. The transaction, which will be completed by way of
statutory merger, is expected to close in the first quarter of 2014. 

Commenting on the acquisition, Randy Bartley, CEO of Coastal said, 'This
transaction delivers significant and immediate value to our shareholders. Our
Board of Directors is unanimous in its view that this transaction is in the
best interests of Coastal Energy Company and recommends shareholders vote in
favor of this transaction.' 

CEPSA Chief Executive Officer Pedro Miro commented, 'Today's announcement
reflects an important step in increasing CEPSA's E&P capabilities. Coastal's
business comprises a high-quality portfolio of upstream assets located in
Southeast Asia, operated by talented management and dedicated employees. We
believe that Coastal provides a tremendous foundation for furthering our E&P
strategy.' 

Jho Low, spokesperson for SRG added, 'We are excited to invest with CEPSA in
Coastal. With our strong relationships in Asia and CEPSA's strength in the E&P,
we believe we can grow Coastal's footprint in Asia and further enhance the
Company's operations.' 

The transaction will be funded by CEPSA's and SRG's available financial
resources. 

Recommendation of the Coastal Energy Company Board of Directors

The Board of Directors of the Company, after consulting with its financial and
legal advisors, has unanimously determined that the transaction is in the best
interest of the company and that the consideration being offered to the
Company's shareholders is fair from a financial point of view. The Board of
Directors has resolved to unanimously recommend that the Company's common
shareholders vote their shares in favor of the merger at a meeting of
shareholders to consider the transaction which is expected to occur in early
January 2014. 

Additional Information on the Transaction

The definitive merger agreement provides for, among other things, a
non-solicitation covenant on the part of Coastal, subject to customary
'fiduciary out' provisions, that entitles Coastal to consider and accept a
superior proposal and a right in favor of the purchaser to match any superior
proposal. If the definitive merger agreement is terminated in certain
circumstances, including if Coastal enters into an agreement with respect to a
superior proposal or if the Board of Directors of Coastal withdraws or modifies
its recommendation with respect to the proposed transaction, the purchaser is
entitled to a termination payment of US$76,000,000. 

Completion of the transaction is subject to customary closing conditions,
including approval of two-thirds of the votes cast by holders of common shares
in person or by proxy at the meeting of shareholders and by a majority of
disinterested shareholders in accordance with applicable securities laws, and
receipt of applicable government and other approvals. The transaction is not
subject to any financing condition. 

Coastal shareholders will be asked to vote on the transaction at a special
meeting of the Company's shareholders, expected to be held in early January
2014. Full details of the transaction will be included in the Company's
information circular to be mailed to holders of Coastal shares in accordance
with applicable securities law. A copy of the merger agreement, the information
circular and related documents will be filed with Canadian securities
regulators and will be available at www.sedar.com. 

Certain directors, senior officers and other shareholders of Coastal,
representing approximately 36.5 million of the Company's issued and outstanding
common shares, have entered into voting support agreements with the purchaser
and have agreed to vote their shares in favor of the transaction, subject to
the terms and conditions of such agreements. 

Credit Suisse Securities (USA) LLC has issued an opinion that the consideration
to be received by the shareholders of Coastal in the transaction is fair to
such shareholders from a financial point of view. 

Coastal's financial advisors are Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC. Coastal's legal advisors are Stikeman Elliott LLP,
Cleary Gottlieb Steen & Hamilton LLP, and Walkers. Goldman Sachs International
acted as financial advisor to CEPSA. PriceWaterhouseCoopers acted as a
financial advisor to CEPSA and SRG. Freshfields Bruckhaus Deringer acted as
legal advisor to CEPSA. Blake, Cassels & Graydon LLP, Baker & McKenzie
International and Conyers Dill & Pearman, LLP acted as legal advisors to CEPSA
and SRG. 

Forward-Looking Statements and Information

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws and which are
based on the expectations, estimates and projections of management of the
parties as of the date of this news release unless otherwise stated. More
particularly and without limitation, this press release contains
forward-looking statements and information concerning: the anticipated benefits
of the transaction to the parties and the Company's shareholders; the timing
and anticipated receipt of required shareholder and regulatory approvals for
the transaction; the ability of the parties to satisfy the other conditions to,
and to complete, the transaction; and the anticipated timing of the meeting of
Coastal shareholders to consider the transaction and for the closing of the
transaction. 

Forward-looking statements are defined by applicable securities legislation and
are qualified by the inherent risks and uncertainties surrounding future
expectations generally and also may materially differ from actual future
experience involving any one or more of such statements. Such risks and
uncertainties include: uncertainties as to the timing of the merger; the
anticipated timing of the meeting of the shareholders of Coastal to consider
the transaction and uncertainties as to whether shareholders of Coastal will
approve the transaction; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may not be
satisfied or waived; the possibility that various regulatory or other approvals
will not be granted; the satisfaction of various other conditions to the
completion of the merger as contemplated by the merger agreement; and the
possibility that expected benefits may not materialize as expected. 

Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations or
financial results of the parties is included in reports on file with the
applicable securities authorities. The forward-looking statements and
information contained in this news release are made as of the date hereof and
the parties undertake no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. 

About Coastal Energy Company

Coastal Energy Company is an international exploration and production company
with principal assets in Thailand and Malaysia. Coastal owns and operates 100%
of Blocks G5/43 and G5/50 in the Gulf of Thailand as well as varying interests
onshore northeast Thailand including a 13.7% interest in the Phu Horm gas
field. Coastal is also party to a Small Field Risk Service Contract with
PETRONAS for the development and production of petroleum from the Kapal, Banang
and Meranti cluster of small fields offshore Peninsular Malaysia. 

About CEPSA

CEPSA is an integrated energy company operating at every stage of the oil value
chain, with more than 11,000 employees. It is engaged in petroleum and natural
gas exploration and production activities; refining, the transport and sale of
crude oil derivatives; petrochemicals, gas, and electricity. CEPSA is Spain's
fourth largest industrial group in terms of turnover and has been in the market
for more than 80 years. Through progressive internationalization of its
activities, CEPSA also has business interests in Algeria, Brazil, Canada,
Colombia, Panama, Peru and Portugal and sells its products all over the world.
CEPSA is wholly owned by International Petroleum Investment Company, which is
wholly owned by the Abu Dhabi government. 

About Strategic Resources (Global) Limited ('SRG')

Strategic Resources (Global) Limited is a private investment holding company
controlled by international value investor Larry Low H P. 


         CONTACT: Coastal Energy Company
         Email: investor@CoastalEnergy.com
         +1 (713) 877-6793
         
         NOMAD
         Strand Hanson Limited (Nominated Adviser)
         Rory Murphy / Andrew Emmott
         +44 (0) 20 7409 3494
         
         CEPSA
         Ignacio Rodriguez-Solano
         Ignacio.Rodriguez-Solano@cepsa.com
         +34 91 3376766
         
         SRG
         Edelman on behalf of SRG
         Jynwel@edelman.com
         +1 212 729 2463 / +1 212 704 8166
News Source: NASDAQ OMX



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Language:     English
Company:      Coastal Energy Company
              3355 West Alabama
               Houston TX 77098
              Cayman Islands
Phone:        +1 (713) 877-6725
Fax:          +1 (713) 877-7144
E-mail:       investor@coastalenergy.com
Internet:     www.coastalenergy.com
ISIN:         KYG224041189
WKN:          
Listed:       London, Toronto
 
End of Announcement                             DGAP News-Service
 
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