Austin, Texas, Sept. 18, 2014 (GLOBE NEWSWIRE) -- Texas Vanguard Oil Company (Pink Sheets: TVOC) announced that it will adjourn its special meeting of shareholders, currently scheduled for September 24, 2014, for three weeks, to October 15, 2014. The purpose of the postponement is to permit the Company to obtain a second independent valuation of its non-operated oil and gas properties.
The sole purpose for which the special meeting of shareholders has been called is to vote on whether to merge the Company with a newly formed corporation in a "cash out" merger in which minority shareholders will receive cash in exchange for their shares, as part of a plan to liquidate the Company's assets and distribute the net proceeds to its shareholders after payment of all outstanding obligations. In the merger, shareholders other than the majority shareholder and Chairman of the Board, Linda R. Watson (who owns a majority of the stock through a company controlled by her), will receive cash in exchange for their shares, and their shares will be canceled. The Company will then own the non-operated oil and gas properties, some furniture and equipment, and the remaining cash that has not been distributed to minority shareholders in the merger.
The merger and planned liquidation are more fully described in the Company's notice of annual meeting dated August 20, 2014, and accompanying proxy statement.
Most of the Company's assets currently consist of cash, but about 10% of the remaining assets consist of non-operated oil and gas properties. To be sure that the minority shareholders receive the fair market value of their shares, the Company seeks to establish the fair market value for these assets as of the day before the merger takes effect. To do this, Company obtained a reserve report as of June 1, 2014, prepared by the independent petroleum engineer who has performed annual reserve reports for the Company for the past several years. As previously reported in the proxy statement for the special meeting of shareholders, the Company estimated the value of its non-operated properties at $1,966,400, based on advice from its independent petroleum engineer.
Since distribution of the proxy statement, the Company has received comments from shareholders questioning whether the non-operated properties have been correctly valued and seeking additional information on the valuation. To obtain additional assurance of the correct valuation of its reserves, the Company has retained a second independent petroleum engineering firm to perform a second valuation. The Company estimates that it will take approximately three weeks to perform the second valuation, at a cost of from $8,000 to $15,000.
By delaying the meeting and merger vote for three weeks, until October 15, 2014, the Company hopes to give its board of directors and shareholders additional time to consider new information about the value of its non-operated properties based on the second independent valuation.
The vote scheduled for the shareholders' meeting on September 24, 2014, will not be held on that date but will be postponed until October 15, 2014. The meeting on October 15, 2014, will be held at the office of Strasburger & Price, LLP, 720 Brazos Street, Suite 700, Austin, Texas 78701.
If a shareholder has already returned a proxy ballot for the meeting, the shareholder does not need to submit another ballot. All proxies submitted for the September 24, 2014, meeting will be voted at the October 15th meeting, unless a shareholder revokes his, her or its proxy at the meeting.
Questions regarding the shareholders' meeting may be directed to the Company's counsel, Lee Polson, Strasburger & Price, LLP, 720 Brazos Street, Suite 700, Austin, Texas 78701 (phone 512.499.3626, email lee.polson@strasburger.com.