Pacific Rubiales announces approval of Shareholder Rights Plan subject to confirmation by its shareholders at the Annual and Special Meeting of Shareholders on May 31, 2012
TORONTO, April 24, 2012 /PRNewswire/ - Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC; BOVESPA: PREB) announced today that the board of directors of the Company approved the Company's shareholder rights plan, effective April 23, 2012 (the "2012 Shareholder Rights Plan"). The 2012 Shareholder Rights Plan is substantially similar to the shareholder rights plan approved by the Company's shareholders at the 2009 Annual and Special Meeting of Shareholders (the "2009 Shareholder Rights Plan"). With this approval from the board of directors, the 2009 Shareholder Rights Plan has been terminated and replaced with the 2012 Shareholder Rights Plan.
"The shareholder rights plan is intended to ensure that all shareholders have an equal opportunity to participate in a transaction that could lead to a change in control of the Company," said Ronald Pantin, Chief Executive Officer of the Company. "The shareholder rights plan also gives the board of directors of the Company adequate time to assess an unsolicited bid made for the Company and to explore and develop alternatives for maximizing shareholder value."
The purpose of the 2012 Shareholder Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the shareholder rights plan, or to negotiate the terms of an offer with the board of directors of the Company. A Permitted Bid is a take-over bid that is made to all holders of voting shares of the Company (other than the bidder), by way of a take-over bid circular prepared in compliance with applicable securities laws, that remains open for acceptance by shareholders of the Company for 60 days, and that satisfies certain other conditions.
As of the date hereof, the Company is not aware of any specific take-over bid for the Company that has been made or is contemplated. The 2012 Shareholder Rights Plan is not intended to and may not prevent a take-over of the Company.
The 2012 Shareholder Rights Plan must be confirmed by shareholders within six months of its effective date. The Company currently plans to seek shareholder approval of the 2012 Shareholder Rights Plan at its annual and special meeting, expected to be held on May 31, 2012 in Toronto, Canada at the Fairmont Royal York Hotel, Quebec Room. The listing of any rights is subject to acceptance by the Toronto Stock Exchange.
A complete copy of the 2012 Shareholder Rights Plan is available upon request. Shareholders wishing to receive a copy of the shareholder rights plan should make their request by telephone at (416) 362-7735, by facsimile at (416) 360-7783, by email at email@example.com or by mail to Pacific Rubiales Energy Corp. at 333 Bay Street, Suite 1100, Toronto, Ontario M5H 2R2, Attention: General Counsel and Secretary. A copy of the 2012 Shareholder Rights Plan will be filed on SEDAR at www.sedar.com upon acceptance by the TSX.
Pacific Rubiales, a Canadian-based company and producer of natural gas and heavy crude oil, owns 100 percent of Meta Petroleum Corp., a Colombian oil operator which operates the Rubiales, Piriri and Quifa oil fields in the Llanos Basin in association with Ecopetrol, S.A., the Colombian national oil company, and 100 percent of Pacific Stratus Energy Corp. which operates the La Creciente natural gas field. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia as well as in other areas in Colombia and northern Peru. Pacific Rubiales has working interests in 43 blocks in Colombia, Peru and Guatemala.
The Company's common shares trade on the Toronto Stock Exchange and La Bolsa de Valores de Colombia and as Brazilian Depositary Receipts on Brazil's Bolsa de Valores Mercadorias e Futuros under the ticker symbols PRE, PREC, and PREB, respectively.
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, 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. 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 or Peru; 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 14, 2012 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.
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