Pacific Rubiales Announces Adoption of Shareholder Rights Plan
Mar 9, 2009
TORONTO, March 9 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE) announced today that the board of directors of the company has approved the adoption of a shareholder rights plan, effective March 9, 2009. "The 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 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 company also announced the retainer of GMP Securities L.P. and RBC Capital Markets Inc. as its financial advisers, to provide financial and strategic advice to the company. "The company currently has approximately one barrel of P1 reserves per outstanding share and we are pleased to have retained GMP and RBC to assist us in finding ways to enhance shareholder value," stated Jose Francisco Arata, President of the company. The purpose of the rights plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the 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. The company is not aware of any specific take-over bid for the company that has been made or is contemplated. The rights plan is not intended to and will not prevent a take-over of the company. The rights plan must be confirmed by shareholders within six months of its effective date. The company currently plans to seek shareholder approval of the rights plan at its annual and special meeting, expected to be held on May 21, 2009 in Bogota, Colombia. The listing of the rights is subject to acceptance by the Toronto Stock Exchange. A complete copy of the rights plan is available upon request. Shareholders wishing to receive a copy of the rights plan should make their request by telephone at (416) 362-7735, by facsimile at (416) 360-7783, by email at pvolk@pacificrubiales.com or by mail to Pacific Rubiales Energy Corp., at 220 Bay Street, Suite 1400, Toronto, Ontario M5J 2W4, Attention: Secretary. A copy of the 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 Limited, a Colombian oil operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol S.A., the Colombian national oil company. 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 a current net production of approximately 34,000 barrels of oil equivalent per day, with working interests in 34 blocks in Colombia and Peru. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Cautionary Note Concerning Forward-Looking Statements This press 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 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 28, 2008 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. %SEDAR: 00007953E
For further information:
For further information: Mr. Ronald Pantin, Chief Executive Officer and Director, Mr. Jose Francisco Arata, President and Director, (416) 362-7735; Belinda Labatte, (647) 436-2152