O'Hara Administration Co., S.A.

June 24, 2015 08:39 ET

ISS Recommends Pacific Rubiales Shareholders Vote Against the Alfa/Harbour Offer

PUNTA PACIFICA, PANAMA--(Marketwired - June 24, 2015) - O'Hara Administration Co., S.A. ("O'Hara" or "we") announced today that Institutional Shareholder Services ("ISS") has recommended 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.

ISS is a leading independent international corporate governance analysis and proxy voting firm, serving more than 1,600 institutional investor clients. ISS' recommendations guide institutional shareholders in making proxy-voting decisions. In making its recommendation to vote AGAINST the Proposed Arrangement on the YELLOW proxy, ISS stated the following:

  • "the reference share prices immediately prior to announcement were heavily affected by a commodity price swoon, which has since begun to reverse;
  • management's own projections of present value during a March 2015 earnings call were significantly higher than the proposed take out price; and
  • the process, particularly the lack of an auction or other proactive market check, may not have been sufficiently robust to ensure the best outcome for shareholders.

and

Management Participation

The ability of certain executives to buy into the newly-private company, at the same price the acquirer is paying per share, raises other issues as well. Certainly a buyer may want to incentivize a carry-over management team - but generally, that involves payments or incentives provided by the acquirer itself. In this case, allowing continuing executives to buy in with their own funds puts the interests of those executives, in helping negotiate a deal where they will benefit from a lower share price, at odds with the interests of unaffiliated shareholders who benefit from a higher share price. This arrangement may also incentivize executives to care more about which bidder acquires the company than the actual offer price, suboptimizing any sale process."

"We are pleased to have received this important, independent third-party validation of our position," said Orlando J. Alvarado of O'Hara. "We hope our fellow shareholders will give it due consideration and then vote only the YELLOW proxy AGAINST the arrangement."

O'Hara also notes the recent escalation of rhetoric from the Company's management and Board of Directors. It would appear Pacific Rubiales is responding to growing shareholder opposition to the Proposed Arrangement by desperately trying to distract shareholders from the facts that have been exposed in our proxy circular, and now validated by the ISS recommendation.

With a sophisticated shareholder base, we are confident that no amount of noise will cloud the plain truth that the Proposed Arrangement undervalues the Common Shares, is opportunistic given current market volatility, inappropriately incentivizes management at the expense of the minority shareholders and is not in the best interests of the minority shareholders.

We share our fellow shareholders' disappointment with the continued waste of resources on value-destroying activities, but note that this lack of respect for shareholders is consistent with the self-serving thinking that resulted in the Board of Directors and management supporting a bid at a 73% discount to the 52-week high AND granting aggregate cash payments of approximately C$116 million to officers and directors if this low-ball offer goes through.

Unsubstantiated attacks and empty rhetoric from the Company's insiders will not deter our effort to oppose an opportunistic deal. O'Hara will protect its rights as a shareholder of Pacific Rubiales to the fullest extend of the law.

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

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

The Board of Directors of Pacific Rubiales failed to adequately represent the interests of minority shareholders - you need to protect your investment.

For this reason, despite growing opposition to the Proposed Arrangement, we need your help. We urge fellow shareholders to review the important information at www.savePRE.com and then vote online their YELLOW proxy today as every single vote may ultimately matter.

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 or visit www.savePRE.com for further details.

Contact Information

  • Voting assistance and related inquiries:
    D.F. King, 320 Bay Street, Toronto, Ontario, M5H 4A6
    North American Toll Free Phone: 1-866-822-1238
    Banks, Brokers and Collect Calls: 1-201-806-7301
    1-888-509-5907 (FAX)
    inquiries@dfking.com
    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
    +917 434 5615
    oalvarado@oharafinancial.com

    Media:
    Joel Shaffer
    Longview Communications
    416-649-8006