O'Hara Administration Co., S.A.

June 26, 2015 08:43 ET

Glass, Lewis & Co. Joins ISS in Recommending Pacific Rubiales Shareholders Vote Against the ALFA/Harbour Offer

Another Leading Independent Proxy Voting Firm Issues Same Recommendation

PUNTA PACIFICA, PANAMA--(Marketwired - June 26, 2015) - O'Hara Administration Co., S.A. ("O'Hara" or "we") announced today that Glass, Lewis & Co. ("Glass Lewis") has recommended that its clients vote AGAINST the arrangement whereby ALFA S.A.B de C.V. ("ALFA") and Harbour Energy Ltd. ("Harbour") are proposing to acquire all of the issued and outstanding common shares ("Common Shares") of Pacific Rubiales Energy Corp. ("Pacific Rubiales" or the "Company") for C$6.50 per share (the "Proposed Arrangement"). O'Hara and its joint actors hold 62,639,710 Common Shares of Pacific Rubiales, representing approximately 19.82% of the issued and outstanding Common Shares.

Glass Lewis is a leading independent governance and proxy voting firm with a global client base of 1,200+ institutional subscribers that collectively manage more than $20 trillion in assets. It is the second proxy voting firm this week to recommend that Pacific Rubiales shareholders vote AGAINST the Proposed Arrangement on the YELLOW form of proxy, following the same recommendation from Institutional Shareholder Services.

In making its recommendation, Glass Lewis stated the following:

"In our opinion, the Pacific Rubiales board conducted a limited review of strategic and transaction alternatives which, in the context of this contested solicitation, establishes a firm foundation from which the Dissident has compellingly raised substantial doubt as to whether the proposed arrangement is likely to represent the best available alternative for unaffiliated shareholders at this time. Beyond the board's failure to conduct a more thorough solicitation of potential interest in a strategic transaction involving the Company before entering into a definitive agreement, we see merit in the Dissident's arguments that the proposed acquisition appears to undervalue Pacific Rubiales, is opportunistic in its timing, is inconsistent with recent statements from management, treats unaffiliated shareholders inequitably and, ultimately, is not in the best interests of unaffiliated shareholders at this time."
Regarding certain directors and officers receiving an option to continue to participate in the Company post-transaction:
"Notably, while executives who take advantage of this continued participation option would do so at the same basis of C$6.50 per unit, the motivation behind such a move - that the value of the units will increase post-transaction - runs counter to the notion that such a price represents an attractive value for unaffiliated shareholders to cash out at. Moreover, because this option to continue to hold an interest in the future performance of the Company is not offered to all shareholders, we believe this serves as further evidence of inequitable treatment of the interests of unaffiliated shareholders in the proposed transaction."
Regarding process:
"At the very least, we believe the independent committee could have sought to include a post-signing, go-shop period in the proposed agreement, which may have offered shareholders at least some assurance that the offer on the table from ALFA and Harbour was the best or only available. Even worse though, the proposed arrangement includes a US$100 million termination fee, which at approximately 6% of the equity value of the transaction could reasonably deter a superior proposal, in our view, considering that such break fees normally are set below 4% of the equity value. In our opinion, the flawed and incomplete process conducted by the board should at the very least cause unaffiliated shareholders to question whether their interests have been protected and fully considered by directors and executives in entering into the proposed arrangement."
Regarding GMP's fairness opinion:
"As noted, using a broader and, in our opinion, more representative group of peer companies and transaction[s] produces meaningful differences in the valuation metrics used to assess the adequacy of the proposed transaction."

"With a second, independent third-party validation of our position and through conversations with many fellow minority shareholders, it is clear that there is strong momentum against the Proposed Arrangement," said Orlando J. Alvarado of O'Hara. "In the face of overwhelming independent evidence, what is most important now is for shareholders to vote AGAINST the Proposed Arrangement today on their YELLOW form of proxy to ensure it is received prior to the fast-approaching proxy voting deadline."

VOTE TODAY AGAINST THE ALFA/HARBOUR OFFER ON THE YELLOW FORM OF PROXY

By this point, it should be clear that the Company's leadership will do everything it can to force the offer through, even at the expense of minority shareholders.

The Board of Directors of Pacific Rubiales failed to adequately represent the interests of minority shareholders - you need to protect your investment and act now by voting your YELLOW form of proxy AGAINST the Proposed Arrangement.

We urge fellow minority shareholders to review the important information at www.savePRE.com and then vote their YELLOW form of proxy online today as every single vote matters.

If you fax/courier the YELLOW form of proxy to D.F. King, please ensure it arrives no later than 2:00 p.m. (Vancouver time) on Thursday, July 2, 2015.

If you have previously voted in favour of the Proposed Arrangement and now wish to protect your investment by voting AGAINST, you can do so by revoking your previous proxy and voting AGAINST the Proposed Arrangement by simply voting the YELLOW form of proxy now. The later dated proxy is the one that will be voted at the special meeting of shareholders.

If you have any questions or require voting assistance, please call D.F. King toll-free at 1-866-822-1238. For ease of voting we also encourage you to visit www.savePRE.com.

Contact Information

  • Voting assistance and related inquiries:
    D.F. King, 320 Bay Street, Toronto, Ontario, M5H 4A6
    inquiries@dfking.com
    North American Toll Free Phone: 1-866-822-1238
    1-888-509-5907 (FAX)
    Banks, Brokers and Collect Calls: 1-201-806-7301
    www.savePRE.com

    Investors:
    Orlando J. Alvarado, O'Hara Administration Co., S.A.
    Trump Ocean Club, Punta Colon Street, BL 313, 3rd Floor
    Punta Pacifica, Panama
    Tel: +917 434 5615
    oalvarado@oharafinancial.com

    Media:
    Joel Shaffer
    Longview Communications
    Tel: 416-649-8006