TORONTO, Nov. 19, 2012 /PRNewswire/ - Pacific Rubiales Energy Corp. (TSX: PRE;
BVC: PREC; BOVESPA: PREB) is pleased to announce it has entered into an
arrangement agreement with C&C Energia Ltd. (TSX: CZE) whereby Pacific
Rubiales will acquire all of the common shares of C&C Energia (the "Arrangement Agreement").
Pursuant to the Arrangement Agreement, on closing of the acquisition
each common share of C&C Energia will be exchanged for 0.3528 common
shares of Pacific Rubiales and one common share of a new exploration
company ("Newco"). The offer values C&C Energia at approximately Cdn.$7.81 per share,
representing a premium of approximately 21% to the 20-day
volume-weighted price on the Toronto Stock Exchange of C&C Energia as
at November 16, 2012. In addition, C&C Energia's management estimates
Newco's value to be approximately Cdn.$2.00 per share, representing a
combined value of approximately Cdn.$9.81 and a premium of
approximately 52% over the same period.
Pacific Rubiales is expected to retain a 5% equity interest in Newco.
It is anticipated that the transaction will be effected by way of a
court approved plan of arrangement ("Arrangement").
Ronald Pantin, Chief Executive Officer of Pacific Rubiales, commented:
"We consider this to be a win-win for the shareholders of both
companies. For Pacific Rubiales shareholders, it adds production and
reserves at attractive and accretive metrics and assets whose value can
be increased through accelerated activity and transportation and
marketing synergies. For C&C Energia shareholders, it provides an
immediate premium valuation, enhanced liquidity and participation in
the growth of Colombia's largest independent oil company with a history
of generating consistent shareholder returns. C&C Energia shareholders
will also have continued exposure to the producing assets through the
new ownership in Pacific Rubiales common shares as well as the
exploration upside provided by a well-funded Newco."
Pacific Rubiales believes that this is a highly strategic acquisition
and provides additional visibility to its ability and leverage to
increase production and reserves both organically and acquisitively at
attractive and competitive metrics.
The key attributes of the acquired C&C Energia assets are as follows:
consist of four development blocks (Cravoviejo, Cachicamo, Pájaro Pinto,
Llanos 19 blocks), which are all in the prolific Colombian Llanos
in close proximity to Pacific Rubiales' existing heavy oil production
and pipeline infrastructure, allowing for additional value captured
through transportation and marketing efficiencies;
100% working interest and operatorship on all the blocks is expected to
provide an advantageous position to drive activity and the pace of
provide material production, additional reserves and additional free
cash flow to Pacific Rubiales' existing portfolio in Colombia;
current production of approximately 11,500 bbl/d net before royalties,
all of which is high quality and high netback light oil;
the light oil production can be used to meet Pacific Rubiales' growing
requirement for diluent to mix with its heavy oil production at a lower
Pacific Rubiales believes it will be able to quickly ramp up production
on the Llanos development blocks within a 12 month period, capturing
and accelerating value.
In addition, Pacific Rubiales and the shareholders of C&C Energia will
retain upside potential on the exploration assets through their equity
ownership of Newco. It is anticipated that Newco will acquire C&C
Energia's interests in the Coati, Andaquies, Morpho and Putumayo-8
blocks in Colombia and receive cash from C&C Energia in the amount of
approximately U.S.$80 million, subject to working capital adjustments.
Terms of the Arrangement
The Arrangement is subject to approval by the shareholders of C&C
Energia, court approval, regulatory, stock exchange and other
approvals, and satisfaction of all other customary closing conditions.
To proceed, the Arrangement must be approved by at least 66 2/3 of C&C
Energia's shareholders. The Arrangement is expected to close in the
first quarter of 2013.
The Arrangement Agreement also provides that C&C Energia will pay
Pacific Rubiales a non-completion fee of Cdn.$15 million in certain
circumstances and a reciprocal non-completion fee is payable by Pacific
Rubiales to C&C Energia in certain circumstances. The Arrangement
Agreement includes customary provisions, including no solicitation of
alternative transactions, right to match superior proposals and
Board of Director Recommendation and Financial Advisors
The board of directors of C&C Energia has approved the Arrangement
Agreement and has resolved to recommend that the shareholders of C&C
Energia vote in favour of the Arrangement.
Pacific Rubiales' financial advisor is GMP Securities L.P.; its legal
advisor is Norton Rose Canada LLP in Canada and Colombia. C&C
Energia's financial advisor is FirstEnergy Capital Corp. ("FirstEnergy"); its legal advisor is Blakes, Cassels & Graydon LLP in Canada and
Posse Herrera Ruiz in Colombia.
FirstEnergy has provided the board of directors of C&C Energia with an
opinion that, subject to its review of the final form of documentation
effecting the Arrangement, the consideration to be offered by Pacific
Rubiales to the shareholders of C&C Energia under the Arrangement is
fair, from a financial point of view, to the shareholders of C&C
The Arrangement has the support of executive officers of C&C Energia as
well as certain directors and shareholders who collectively hold
approximately 41% of the fully diluted common shares of C&C Energia.
Each of the aforementioned executive officers, directors and
shareholders has entered into support agreements in favour of the
Pacific Rubiales has scheduled a telephone conference call for investors
and analysts on Wednesday November 21, 2012 at 8:00 a.m. (Bogotá and
Toronto time) / 11:00 a.m. (Rio de Janeiro time) to discuss the
Arrangement. Participants will include Ronald Pantin, Chief Executive
Officer, and selected members of senior management. Additional details
will be published via news release prior to the conference call.
Information About Pacific Rubiales
Pacific Rubiales, a Canadian-based company and producer of natural gas
and heavy crude oil, owns 100% 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, 100% of Pacific Stratus Energy Colombia Corp.,
which operates the La Creciente natural gas field, and light oil assets
from the recent acquisition of PetroMagdalena Energy Corp.
Information About C&C Energia
C&C Energia is engaged in the exploration for and the development and
production of oil resources in Colombia. C&C Energia owns eight blocks
(seven operated) and approximately 597,000 acres (478,000 net acres) in
Forward Looking Information
This press release contains forward-looking statements. All statements,
other than statements of historical fact, that address activities,
events or developments that Pacific Rubiales believes, expects or
anticipates will or may occur in the future are forward-looking
statements. In particular, this press release contains forward
looking-looking statements in respect to the following: anticipated
benefits of the Arrangement; the performance characteristics of Pacific
Rubiales' oil and natural gas properties; oil and natural gas
production levels; the quantity of Pacific Rubiales' oil and natural
gas reserves and anticipated future cash flows from such reserves; the
quantity of drilling locations in inventory; projections of commodity
prices and costs; supply and demand for oil and natural gas; and
treatment under governmental regulatory regimes.
This press release also contains forward-looking statements and
information concerning the anticipated completion of the Arrangement
and the anticipated timing for completion thereof. Pacific Rubiales has
provided these anticipated times in reliance on certain assumptions
that they believe are reasonable at this time, including assumptions as
to the timing of receipt of the necessary regulatory and court
approvals and the time necessary to satisfy the conditions to the
closing of the Arrangement. These dates may change for a number of
reasons, including unforeseen delays in preparing meeting materials,
inability to secure necessary regulatory or court approvals in the time
assumed or the need for additional time to satisfy the conditions to
the completion of the Arrangement. Accordingly, readers should not
place undue reliance on the forward-looking statements and information
contained in this press release concerning these times.
By their nature, forward-looking statements are subject to a number of
risks, uncertainties and assumptions, which could cause actual results
or other expectations to differ materially from those anticipated.
Certain of these risks are set out in more detail in the Pacific
Rubiales' annual information form dated March 14, 2012 which has been
filed on SEDAR and can be accessed at www.sedar.com.
Factors that could cause actual results or events to differ materially
from current expectations include, among other things: financial risk
of marketing reserves at an acceptable price given market conditions;
volatility in market prices for oil and natural gas; delays in business
operations, pipeline restrictions, blowouts; the risk of carrying out
operations with minimal environmental impact; industry conditions
including changes in laws and regulations including the adoption of new
environmental laws and regulations and changes in how they are
interpreted and enforced; uncertainties associated with estimating oil
and natural gas reserves; economic risk of finding and producing
reserves at a reasonable cost; uncertainties associated with partner
plans and approvals; operational matters related to non-operated
properties; increased competition for, among other things, capital,
acquisitions of reserves and undeveloped lands; competition for and
availability of qualified personnel or management; incorrect
assessments of the value of acquisitions and exploration and
development programs; unexpected geological, technical, drilling,
construction and processing problems; availability of insurance;
fluctuations in foreign exchange and interest rates; stock market
volatility; failure to realize the anticipated benefits of
acquisitions; general economic, market and business conditions;
uncertainties associated with regulatory approvals; uncertainty of
government policy changes; uncertainties associated with credit
facilities and counterparty credit risk; and changes in income tax
laws, tax laws, royalty rates and incentive programs relating to the
oil and gas industry.
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,
Pacific Rubiales disclaim any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise. Although Pacific Rubiales
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.
This news release was prepared in the English language and subsequently
translated into Spanish and Portuguese. In the case of any differences
between the English version and its translated counterparts, the
English document should be treated as the governing version.
SOURCE Pacific Rubiales Energy Corp.