Shareholders of Energy XXI and EPL approve share issuance and merger

Energy XXI (Bermuda) Ltd. and EPL Oil & Gas Inc. jointly report that the shareholders of Energy XXI and stockholders of EPL have approved the proposed merger contemplated by the agreement and plan of merger, dated as of March 12 by and among Energy XXI; EPL; Energy XXI Gulf Coast Inc. (Gulf Coast), an indirect wholly owned subsidiary of Energy XXI; and Clyde Merger Sub Inc., a wholly owned subsidiary of Gulf Coast. If the proposed merger is completed, Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI.

May 30th, 2014

Offshore staff

HOUSTON
Energy XXI (Bermuda) Ltd. (Nasdaq:EXXI) (AIM:EXXI) and EPL Oil & Gas Inc. (NYSE:EPL) jointly report that the shareholders of Energy XXI and stockholders of EPL have approved the proposed merger contemplated by the agreement and plan of merger, dated as of March 12 by and among Energy XXI; EPL; Energy XXI Gulf Coast Inc. (Gulf Coast), an indirect wholly owned subsidiary of Energy XXI; and Clyde Merger Sub Inc., a wholly owned subsidiary of Gulf Coast. If the proposed merger is completed, Merger Sub would merge with and into EPL, with the result that EPL would become an indirect wholly owned subsidiary of EXXI.

A special meeting of Energy XXI shareholders was held on May 30 to approve the issuance of shares of Energy XXI common stock to EPL stockholders as consideration for the merger and to elect Scott A. Griffiths to serve as a Class II director on the Energy XXI board of directors. Approximately 74% of the shares outstanding as of the record date on April 21 and 97% of the shares that were voted approved the issuance of Energy XXI common stock in connection with the merger. Approximately 74% of the shares outstanding as of the record date and 97% of the shares that were voted approved the election of Griffiths to serve as Class II director on the Energy XXI board of directors. Griffiths currently serves on the EPL board of directors.

A special meeting of EPL stockholders was also held on May 30 to approve the merger agreement. Approximately 83% of the shares outstanding as of the record date of April 21 and 99% of the shares that were voted approved the merger agreement. EPL stockholders also approved, by nonbinding advisory vote, specified compensation arrangements that may be paid or become payable to EPL's named executive officers in connection with consummation of the merger by a vote of approximately 70% of the shares outstanding as of the record date and 83% of the shares that were voted.

The approvals by the Energy XXI shareholders and EPL stockholders described above satisfy two of the conditions required to finalize the merger. The consummation of the merger is still subject to certain other customary closing conditions. Subject to the satisfaction of all such conditions, the parties currently expect to complete the merger on or about June 3.  

05/30/2014

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