Venoco, Inc. (NYSE: VQ) announced that it has entered into a definitive merger agreement under which Timothy M. Marquez, Venoco's Chairman and CEO, who, together with affiliated trusts and foundations, holds 50.3% of Venoco's common stock, will acquire Venoco through a wholly owned entity, Denver Parent Corporation.

Under the agreement, Venoco shareholders, excluding Mr. Marquez and his affiliated entities, will receive $12.50 per share in cash upon completion of the transaction. The price represents a premium of 63% to Venoco's closing price on Friday, January 13, 2012, the last trading day before the announcement of the transaction and a premium of 75% to the volume-weighted one-month moving average for that date, and implies a total enterprise value of approximately $1.5 billion.

The special committee of the board of directors that was formed in August 2011 to review the proposal from Mr. Marquez, with the assistance of independent legal and financial advisors, completed a thorough review of the proposal, investigated various alternatives and other potential bidders, and unanimously concluded that the transaction with Mr. Marquez was in the best interests of Venoco's minority shareholders. Based on the unanimous recommendation of the special committee, the agreement was also approved by the full board other than Mr. Marquez, who abstained.

If you are a current shareholder and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.

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