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 firstname.lastname@example.org 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.