TORONTO, June 18 /CNW/ - Pluspetrol Resources Corporation N.V.
("Pluspetrol") announced today that its wholly-owned subsidiary, 1462627
Alberta Ltd., intends to make an all-cash offer to acquire all of the issued
and outstanding common shares of Petro Andina Resources Inc. (Toronto Stock
Exchange (TSX) - ticker symbol: PAR) ("Petro Andina"), at a price of Cdn.$8.10
in cash per common share, or a total amount of approximately Cdn.$400 million.
The Offer is a 100% cash offer and represents a premium of approximately
31% over the issue price of Cdn.$6.20 per common share in Petro Andina's
recent Cdn.$27.1 million bought deal equity offering that closed on June 11,
2009. The Offer price also represents a premium of approximately 27% over the
volume weighted average trading price of the common shares on the TSX for the
previous 20 days and a premium of approximately 17% over the closing price of
the common shares on the TSX on June 17, 2009.
Pluspetrol expects the Offer to be formally commenced by newspaper
advertisement tomorrow, being Friday, June 19, 2009. The Offer, which will be
structured as a "permitted bid" under Petro Andina's shareholder protection
rights plan agreement, will be open for acceptance for a period of at least 60
days and no Petro Andina common shares will be taken up and paid for pursuant
to the Offer unless, at such date, each of the conditions of the Offer is
satisfied or waived.
Full details of the Offer will be included in the formal offer and
take-over bid circular to be publicly filed and subsequently mailed to Petro
Andina's security holders. Pluspetrol is formally requesting a list of Petro
Andina's security holders and expects the Offer and take-over bid circular
(and related documents) to be mailed to Petro Andina's security holders as
soon as possible following receipt of the shareholder list.
Completion of the Offer will be subject to a sufficient number of common
shares being tendered to the Offer such that Pluspetrol would directly or
indirectly own at least 662/3% of Petro Andina's common shares, on a
fully-diluted basis, following completion of the Offer. The Offer will be also
conditional upon, among other things, the receipt of all necessary regulatory
Petro Andina's assets are primarily comprised of heavy oil production and
reserves in the Neuquén Basin of Argentina and exploration acreage in Colombia
and Trinidad & Tobago.
Pluspetrol, a corporation existing under the laws of The Netherlands,
together with its subsidiaries and affiliates, is a leading energy player
mainly focused in the exploration and production of hydrocarbons in Latin
America. Pluspetrol, a privately-owned energy company, has interests in
Argentina, Perú (where it is the largest oil producer), Bolivia, Venezuela,
Colombia, and Chile.
With net reserves of approximately 1,200 Million barrels of oil
equivalent, Pluspetrol's operated oil and associated liquids production is
120,000 barrels per day and operated gas production is 1,350 Million cubic
feet per day. Pluspetrol is also involved in power generation activities in
Argentina, where installed capacity reaches 1,100 megawatts, and in other
segments of the value chain, such as transportation of oil and gas, refining
Pluspetrol began its operations in Argentina in 1977, in the Neuquén
Basin, and since then has become an important player in the Argentinean energy
sector with 11 exploitation concessions and operated production of
approximately 370 Million cubic feet per day of gas and 16,000 barrels per day
of oil and associated liquids.
Pluspetrol actively continues to pursue the growth of its hydrocarbons
reserves in Latin America through the development of proven reserves,
exploration and acquisitions as part of its long-term strategy in every
country in which it operates.
For further information:
For further information: Georgeson Shareholder Communications Canada
Inc.: Chris Makuch - Tel.: (416) 862-5452