TORONTO, Oct. 15, 2013 /CNW/ - On September 29, 2013 Pacific Rubiales
Energy Corp. (TSX: PRE) (BVC: PREC) (BOVESPA: PREB) announced that it
had entered into an agreement with Petrominerales Ltd. (TSX: PMG) (BVC:
PMGC) (the "Arrangement") to acquire all of the issued and outstanding shares of Petrominerales
through an acquisition (the "Proposed Acquisition" or transaction) governed by a plan pursuant to the Business Corporations Act (Alberta) ("ABCA"). Under the ABCA, these types of acquisitions are known as a Plan of Arrangement.
Pursuant to the Arrangement, Petrominerales shareholders will receive
Cdn. $11.00 in cash for each Petrominerales share held plus one share
of a newly formed exploration and production company ("ExploreCo" as referred to in our news release of September 29, 2013, and from now
on referred to as "ResourceCo"). ResourceCo's assets will consist of Petrominerales' Brazilian
assets, which will be segregated from Petrominerales in favor of
ResourceCo along with Cdn. $100 million in cash.
In order to assist shareholders to better understand the Arrangement and
the Proposed Acquisition, as well as the procedures and rights granted
to Petrominerales shareholders, the following is some basic information
in regards to the transaction.
General Information on the Plans of Arrangement
The transaction between Pacific Rubiales and Petrominerales is known
under the ABCA as a plan of arrangement. A plan of arrangement is
usually a multistep transaction regulated by different laws, including
the ABCA, through which mergers and acquisitions of companies, among
other operations, can be completed.
Plans of Arrangement are commonly used in Canada and have been used in the past when
acquiring companies with assets or operations in Colombia. Some
examples of the aforementioned are: the acquisition of Shona Energy by
Canacol Energy Ltd.; the acquisition of Petrolifera Petroleum Ltd. by
Gran Tierra Energy Inc.; the merger of Pacific Stratus Energy Ltd. and
Petro Rubiales Energy Corp.; the merger between Medoro Resources Ltd.
and Gran Colombia Gold Corp.; the acquisition of PetroMagdalena Energy
Corp. by Pacific Rubiales Energy Corp.; and the acquisition of C&C
Energia Ltd. by Pacific Rubiales Energy Corp. In Plans of Arrangement
resulting in a newly formed entity that carries on a portion of the
business previously conducted by the target company, the practice has
been to list the shares of such new entities on a Canadian stock
exchange (see, for example, Platino Energy Corp. that resulted from C&C
Energia Ltd.). The Information Circular will provide shareholders with
information in this regard.
A Plan of Arrangement under the context of an acquisition can only be successful upon receipt
of approval of shareholders of the company being acquired and the
relevant court. To complete a Plan of Arrangement, it is first important to prepare the Information Circular aimed to
provide detailed information to the shareholders in relation to the
transaction. Once the document has been prepared, the following three
steps should be fulfilled: (i) an initial court application to seek an
interim order, (ii) a shareholders' meeting with the purpose of
obtaining approval of the proposed arrangement; and, (iii) finally, a
second court application before a judge seeking final approval of the
The Information Circular is a document that includes (i) detailed
information related to the transaction and its economic conditions,
(ii) a "fairness opinion" issued by an independent investment bank in relation to the financial
terms of the transaction; (iii) a copy of the arrangement agreement;
(iv) voting procedures and shareholder rights, including dissent
rights; and (v) relevant information about both companies involved in
the Plan of Arrangement.
The Information Circular will also provide information on how
shareholders can exercise their voting rights at the shareholders'
meeting which will consider the approval of the proposed Plan of Arrangement and the right to dissent (see section 2 below), as well as information
related to tax and currency exchange matters. Pursuant to the
Arrangement, the Information Circular will be prepared by
Petrominerales and will include ResourceCo's financial, corporate and
technical information. The Petrominerales Information Circular will be
available in English and Spanish.
1. First Court Application - Interim Order
The Information Circular prepared by Petrominerales must be filed before
a judge in Alberta - Canada, accompanied by an application to issue the
interim order that approves the calling of Petrominerales special
shareholders meeting (see section 2 below). The application includes:
(i) the calling for Petrominerales shareholders special meeting, and
(ii) the procedural matters to be completed in relation to the approval
of and performance of the Arrangement.
At this point, the judge will review the draft of the Information
Circular to ensure that: (i) it includes adequate information for
Petrominerales shareholders; and (ii) all shareholders are granted
equal rights, including the right to dissent.
In relation to this Arrangement, the application will be submitted
before the "Queen's Bench" court of the Province of Alberta - Canada,
and the interim order is expected to be issued during the last week of
2. Shareholders Meeting
Once the interim order is issued by the judge, Petrominerales will
distribute the Information Circular to its shareholders, formally
calling the shareholders meeting to consider the Arrangement.
The Information Circular is expected to be distributed to Petrominerales
shareholders on or around November 4, 2013 and the shareholders'
meeting is scheduled to take place on November 27, 2013. The
Information Circular will also be simultaneously published under
Petrominerales' profile on SEDAR in English and on SIMEV of the
Financial Superintendence of Colombia in Spanish language.
All Petrominerales shareholders are entitled to vote to approve the
Arrangement at the called shareholders' meeting, voting in person or by
proxy under similar terms to those used in other shareholder meetings
of the company. The Arrangement will be approved if there is an
affirmative vote of at least 2/3 of the shares voted in person or by
proxy at the meeting. The Information Circular will include detailed
instructions as to how Petrominerales shareholders may vote at the
In addition to the right to vote, Petrominerales shareholders may
exercise their right to dissent. Petrominerales dissenting
shareholders, instead of the consideration provided for under the
Arrangement, will receive the "fair value" of their shareholding
participation in Petrominerales, which will be finally determined by a
judge of "Queen's Bench" of the Province of Alberta - Canada. The
Information Circular will include detailed information about the right
to dissent and the applicable procedure to exercise such right.
3. Second Court Application - Final Order
Provided that Petrominerales shareholders approve the Arrangement at the
shareholders' meeting, a second court application of approval shall be
initiated before a judge in the Province of Alberta - Canada, aimed to
obtain a final order from the judge approving the Arrangement.
Shareholders or any other interested party may attend this hearing and
provide opposition to the transaction, as well as the relevant evidence
supporting such opposition.
To issue the final order, the judge will review the compliance with
procedures set forth in the applicable law and determine whether the
Arrangement, all aspects considered, is "fair" for Petrominerales
shareholders. The judge may approve the Arrangement as proposed or
modify it under exceptional circumstances. If the judge approves the
Arrangement, it will become effective once the necessary documents, which include
the final order, are filed before the applicable corporate registry in
The performance of the Arrangement is subject to the notifications and
the required regulatory approvals necessary in Canada and to the
notification to the Superintendence of Industry and Commerce of
Colombia as provided for in Article 9 of Law 1340 of 2009, and
Resolution 12193 of 2013 issued by said entity, which shall be
completed before closing of the Proposed Acquisition. At this time, it
is expected that the closing of the Proposed Acquisition will take
place before the end of November 2013, at which time, all
Petrominerales shares will be acquired by Pacific Rubiales (including
shares of those shareholders who voted for or against the Arrangement,
and of all those shareholders who did not vote or attend the
shareholder meeting), except for those who exercised dissent rights.
The information provided through this public statement is only a general
summary of the Arrangement and the applicable procedures.
Petrominerales shareholders must review the Information Circular that
will be distributed by Petrominerales, which contains detailed
information on the Arrangement; shareholder rights; and the procedures
to exercise such rights.
For further details on the Arrangement, the Company is planning on
posting a Q&A document on its corporate website, aimed at addressing
potential questions from shareholders.
About Pacific Rubiales
Pacific Rubiales, a Canadian company and producer of natural gas and
crude oil, owns 100% of Meta Petroleum Corp., which operates the
Rubiales, Piriri and Quifa heavy oil fields in the Llanos basin, and
100% of Pacific Stratus Energy Colombia Corp., which operates the La
Creciente natural gas field in the northwestern area of Colombia.
Pacific Rubiales has also acquired 100% of PetroMagdalena Energy Corp.,
which owns light oil assets in Colombia, and 100% of C&C Energia Ltd.,
which owns light oil assets in the Llanos basin. In addition, the
Company has a diversified portfolio of assets, which includes producing
and exploration assets in Peru, Guatemala, Brazil, Guyana and Papua New
Petrominerales Ltd. is a Latin American focused exploration and
production company with a high-quality land base of exploration and
development opportunities in Colombia, Peru and Brazil.
Cautionary Note Concerning Forward-Looking Statements
This news release contains forward-looking statements. All statements,
other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding estimates and/or assumptions in
respect of production, revenue, cash flow and costs, reserve and
resource estimates, anticipated integration of acquisitions, potential
resources and reserves and the Company's exploration and development
plans and objectives) are forward-looking statements. These
forward-looking statements reflect the current expectations or beliefs
of the Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of the Company to
differ materially from those discussed in the forward-looking
statements, and even if such actual results are realized or
substantially realized, there can be no assurance that they will have
the expected consequences to, or effects on, the Company.
This press release also contains forward-looking statements and
information concerning the anticipated completion of the Arrangement
and the anticipated timing for completion thereof. Pacific Rubiales has
provided these anticipated times in reliance on certain assumptions
that they believe are reasonable at this time, including assumptions as
to the timing of receipt of the necessary regulatory and court
approvals and the time necessary to satisfy the conditions to the
closing of the Arrangement. These dates may change for a number of
reasons, including unforeseen delays in preparing meeting materials,
inability to secure necessary regulatory or court approvals in the time
assumed or the need for additional time to satisfy the conditions to
the completion of the Arrangement. There is no guarantee that the
Arrangement will close at the anticipated time or at all. Accordingly,
readers should not place undue reliance on the forward-looking
statements and information contained in this press release concerning
these times and the Arrangement.
Factors that could cause actual results or events to differ materially
from current expectations include, among other things: uncertainty of
estimates of capital and operating costs, production estimates and
estimated economic return; the possibility that actual circumstances
will differ from the estimates and assumptions; failure to establish
estimated resources or reserves; fluctuations in petroleum prices and
currency exchange rates; inflation; changes in equity markets;
political developments in Colombia, Guatemala, Peru, Brazil, Papua New
Guinea and Guyana; changes to regulations affecting the Company's
activities; uncertainties relating to the availability and costs of
financing needed in the future; the uncertainties involved in
interpreting drilling results and other geological data; and the other
risks disclosed under the heading "Risk Factors" and elsewhere in the
Company's annual information form dated March 13, 2013 filed on SEDAR
at www.sedar.com. Any forward-looking statement speaks only as of the date on which it
is made and, except as may be required by applicable securities laws,
the Company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise. Although the Company believes
that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein.
In addition, reported production levels may not be reflective of
sustainable production rates and future production rates may differ
materially from the production rates reflected in this news release due
to, among other factors, difficulties or interruptions encountered
during the production of hydrocarbons.
This news release was prepared in the English language and subsequently
translated into Spanish and Portuguese. In the case of any differences
between the English version and its translated counterparts, the
English document should be treated as the governing version.
SOURCE: Pacific Rubiales Energy Corp.
For further information:
Tel: +1 (416) 362-7735
Christopher (Chris) LeGallais
Sr. Vice President, Investor Relations
Tel: +1 (647) 295-3700
Sr. Manager, Investor Relations
Tel: +57 (1) 511-2298
Manager, Investor Relations
+1 (416) 362-7735