TORONTO, July 9, 2012 /CNW/ - Two leading independent proxy advisory
firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis &
Co., have recommended that securityholders of PetroMagdalena Energy
Corp. (TSX-V: PMD) support the proposed acquisition of the Company by
Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC; BOVESPA: PREB).
ISS says in its report that a vote in favour of the transaction is
warranted "considering the lack of superior offers, the cash
consideration at a premium in a declining market as well as the overall
Pacific Rubiales' offer represents a premium of 28% on PetroMagdalena's
closing share price on June 4, 2012, the date before the proposed
acquisition was made public.
Glass Lewis points to the two companies' history of jointly developing
oil and gas fields in Colombia, and Pacific Rubiales' existing 5.8%
stake in PetroMagdalena. "We expect this historical relationship served
as a reasonable basis upon which to consider additional potential
transactions between the two firms, including the proposed
combination," Glass Lewis adds.
Welcoming the two reports, Luciano Biondi, PetroMagdalena's Chief
Executive Officer, said: "ISS and Glass Lewis have confirmed our belief
that the transaction provides our investors with an excellent
opportunity to realize value on their investment and provide liquidity
in an unpredictable and volatile market."
PetroMagdalena securityholders will vote on the transaction at a special
meeting to be held on July 23, 2012. The transaction is subject to,
among other conditions, approval by at least 66 2/3% of the votes cast
by holders of the Company's shares and warrants, voting as a single
PetroMagdalena has retained Kingsdale Shareholders Services Inc. to
assist in securing the return of completed proxies and to solicit
proxies in favour of the resolution approving the Arrangement. If you
have any questions, please contact Kingsdale by email at firstname.lastname@example.org or by telephone at 1-888-518-1557 or 1-416-867-2272 outside of North
America (collect calls accepted).
PetroMagdalena is a Canadian-based oil and gas exploration and
production company, with working interests in 19 properties in five
basins in Colombia. Further information can be obtained by visiting our
website at www.petromagdalena.com.
Certain information contained in this news release, including any
information relating to the proposed transaction (the "Transaction")
and or future financial or operating performance of PetroMagdalena may
be deemed "forward-looking". These statements relate to future events
or future performance and reflect PetroMagdalena's expectations
regarding the Transaction, and the future growth, results of
operations, business prospects and opportunities of PetroMagdalena,
Pacific Rubiales and the combined company. These forward-looking
statements also reflect PetroMagdalena's current internal projections,
expectations or beliefs and are based on information currently
available to each party, respectively. These forward-looking statements
are subject to a variety of risks and uncertainties that are identified
and disclosed in the Annual Information Form of PetroMagdalena for the
year ended December 31, 2011. In some cases forward-looking information
can be identified by terminology such as "may", "will", "should",
"expect", "intend", "plan", "anticipate", "believe", "estimate",
"projects", "potential", "scheduled", "forecast", "budget" or the
negative of those terms or other comparable terminology. Assumptions
upon which such forward looking information regarding completion of the
Transaction is based include that each party will be able to satisfy
the conditions to the Transaction, that the required approvals will be
obtained from the holders of common shares and warrants of
PetroMagdalena, that all third party regulatory and governmental
approvals to the Transaction will be obtained and all other conditions
to completion of the Transaction will be satisfied or waived. Although
PetroMagdalena believes that the forward-looking information contained
in this news release is based on reasonable assumptions, readers cannot
be assured that actual results will be consistent with such statements.
Accordingly, readers are cautioned against placing undue reliance on
forward-looking information. PetroMagdalena expressly disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this news
SOURCE PetroMagdalena Energy Corp.
For further information:
Deputy General Counsel and Secretary