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June 5, 2012 /PRNewswire/ -
PetroMagdalena Energy Corp.
(TSX-V:PMD) announced today that it has entered into a definitive agreement (the "Arrangement Agreement") with Pacific Rubiales Energy Corp.
(TSX:PRE; BVC: PREC; BOVESPA: PREB), pursuant to which Pacific Rubiales has offered to acquire all of the issued and outstanding common shares of PetroMagdalena (the "Shares") by way of a Plan of Arrangement under the
British ColumbiaBusiness Corporations Act (the "Arrangement").
Under the Arrangement, shareholders of PetroMagdalena will receive
C$1.60 in cash for each outstanding Share, representing a premium of approximately 38% on the 20 day volume weighted average price of PetroMagdalena's common shares on the TSX-V as of
June 4, 2012. In addition, holders of all of the outstanding PetroMagdalena warrants (TSX-V: PMD.WT) (the "Warrants") will receive
C$0.25 in cash for each unexercised Warrant held at closing. The Warrants had a closing trading price on the TSX-V of
June 4, 2012.
PetroMagdalena's Board of Directors, after consultation with GMP Securities L.P. ("GMP") who acted as PetroMagdalena's exclusive financial advisor and Blake, Cassels & Graydon LLP, PetroMagdalena's legal advisors, and based on the recommendation of an independent committee of PetroMagdalena's Board of Directors formed specifically to consider the offer, has unanimously determined that the Arrangement is fair to PetroMagdalena's shareholders and warrantholders (collectively, "Securityholders") and recommends that PetroMagdalena's Securityholders vote in favour of the Arrangement. Both
Miguel de la Campa and
Serafino Iacono, directors of the Company who are also directors of Pacific Rubiales, did not participate in any discussions or negotiations regarding the approval of the proposed acquisition and abstained from the Boards' deliberations.
Luciano Biondi, Chief Executive Officer of PetroMagdalena, stated "We are very pleased to receive this offer and provide shareholders with an opportunity to realize value on their investment and provide liquidity in a volatile market."
Arrangement Agreement Summary
The Arrangement Agreement contains customary non-solicitation provisions, subject to PetroMagdalena's right to consider and accept superior proposals. In the event of a superior proposal, Pacific Rubiales will have a five business day right to match the superior proposal. If the Arrangement is not completed as a result of a superior proposal or for other certain specified circumstances, a termination fee equal to
C$10,000,000 will be paid by PetroMagdalena to Pacific Rubiales. If the Arrangement is not completed, due to certain circumstances, including a failure to receive necessary regulatory approvals, a reverse termination fee of
C$10,000,000 will be paid to PetroMagdalena by Pacific Rubiales.
The terms and conditions of the Arrangement will be summarized in PetroMagdalena's management information circular which will be filed and mailed to PetroMagdalena's Securityholders in late
June 2012. Securityholders will be asked to approve the Arrangement at a special meeting to be held in
July 2012 (the "Special Meeting").
The Arrangement will be subject, among other things, to the approval of at least 66 2/3% of the votes cast at the Special Meeting of PetroMagdalena's Securityholders to be called to consider the Arrangement. In addition, the Arrangement will be subject to certain customary conditions, including court approval, relevant regulatory approvals and the absence of any material adverse change with respect to PetroMagdalena. The transaction is expected to close in the third quarter of 2012.