O'Hara Administration Co., S.A.

June 11, 2015 21:59 ET

O'hara Calls Upon All Pacific Rubiales Minority Shareholders to Vote Against the Proposed Arrangement

PUNTA PACIFICA, PANAMA--(Marketwired - June 11, 2015) - O'Hara Administration Co., S.A. ("O'Hara") calls upon its fellow minority shareholders of Pacific Rubiales Energy Corp. ("Pacific Rubiales") to VOTE AGAINST the special resolution (the "Arrangement Resolution") to approve an arrangement whereby ALFA and Harbour are proposing to acquire all of the issued and outstanding common shares ("Common Shares") of Pacific Rubiales for C$6.50 per share (the "Proposed Arrangement"). O'Hara continues to believe 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.

O'Hara and its joint actors hold 62,639,710 Common Shares, representing approximately 19.82% of the issued and outstanding Common Shares.

O'Hara intends to VOTE AGAINST the Arrangement Resolution and urges its fellow minority shareholders of Pacific Rubiales to VOTE AGAINST the Arrangement Resolution for the following reasons:

The Proposed Arrangement Undervalues the Common Shares

  • The offer of C$6.50 per share under the Proposed Arrangement does not represent the maximum price attainable.
  • The offer of C$6.50 per share under the Proposed Arrangement does not accurately value Pacific Rubiales' current assets or the long-term value that O'Hara believes Pacific Rubiales can capture in the future.
  • O'Hara believes the formal valuation prepared by GMP Securities L.P. is flawed and should not be relied upon by shareholders of Pacific Rubiales.

The Proposed Arrangement is Opportunistic

  • The 52 week high for the Common Shares prior to the date that the Proposed Arrangement was announced was C$23.86.
  • The offer of C$6.50 per share represents a 73% discount to the 52 week high.
  • ALFA and Harbour Energy are advertising the fact that the offer of C$6.50 per share under the Proposed Arrangement constitutes an 81% premium to the 30-day volume weighted average price of the Common Shares on the Toronto Stock Exchange as at May 4, 2015. While this statement is factually accurate, the Proposed Arrangement does not truly provide shareholders of Pacific Rubiales with a "premium" for their Common Shares.
  • ALFA and Harbour are taking advantage of the precipitous drop in energy prices to purchase Pacific Rubiales at the low end of the cycle.

The Board and Management are Delivering Pacific Rubiales to ALFA and Harbour

  • In addition to not seeing if a higher offer was available by conducting an auction or market check, the board has done everything it can to deter a higher offer.
  • The termination fee under the Proposed Arrangement is US$100,000,000 or 5.94% of the equity value of the transaction.
  • While termination fees are standard in transactions of this nature, such fees typically amount to approximately 2.5-3.5% of the equity value.
  • The termination fee agreed to by Pacific Rubiales as part of the Proposed Arrangement makes it significantly less likely that shareholders of Pacific Rubiales will be presented with an alternative transaction.
  • Shareholders should be entitled to have possible alternative offers made available to them in order to make a decision on whether the Proposed Arrangement is in their best interests.
  • While O'Hara continues to evaluate the possibility of an alternative transaction, the termination fee has been a major impediment to O'Hara and others proposing an alternative transaction.
  • The board has used corporate funds to pay aggregate consent solicitation fees of more than US$18.5 million to pave the way for ALFA and Harbour to acquire Pacific Rubiales, thus further stripping the corporate treasury.
  • The board has agreed to an extremely early meeting date to deter other bids.

The Proposed Arrangement Brings Significant Benefit to the Board and Management of Pacific Rubiales, but Does Not Maximize Shareholder Value

  • If the Proposed Arrangement is consummated, directors and officers of Pacific Rubiales will receive aggregate cash payments of approximately C$116,107,888 or C$0.46 per minority share.
  • This reward is given to them for presiding over a massive decline in value.
  • The consummation of the Proposed Arrangement is clearly in the best economic interest of the directors and officers of Pacific Rubiales, does it make sense to follow their recommendation?

ALFA and Harbour Do Not Intend to Waive Dissent Rights Condition

  • A condition precedent to the obligations of ALFA and Harbour under the Proposed Arrangement is that the aggregate number of Common Shares in respect of which dissent rights have been validly exercised and not withdrawn not exceed 5% of the issued and outstanding Common Shares (the "Dissent Rights Condition").
  • O'Hara has indicated that if the Arrangement Resolution is approved, it will exercise dissent rights.
  • The Dissent Rights Condition may only be waived by ALFA and Harbour, but ALFA and Harbour have indicated that they do not intend to do so.
  • If ALFA and Harbour truly believe that the offer of C$6.50 per share under the Proposed Arrangement fully values Pacific Rubiales, they would have no reason not to waive the Dissent Rights Condition.

O'Hara urges shareholders of Pacific Rubiales to VOTE AGAINST the Arrangement Resolution.


Information in Support of Public Broadcast Solicitation:

The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. O'Hara is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation.

This solicitation is being made by O'Hara and not by or on behalf of the management of Pacific Rubiales.

The registered office address of Pacific Rubiales is 333 Bay Street, Suite 1100, Toronto, Ontario M5H 2R2.

O'Hara has filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 on Pacific Rubiales' company profile on SEDAR at www.sedar.com.

O'Hara may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. O'Hara has retained D.F. King to assist in the solicitation of proxies. O'Hara will pay D.F. King solicitation fees of approximately C$150,000 and will reimburse D.F. King for its reasonable out-of-pocket expenses incurred in connection with the solicitation. All costs incurred for the solicitation will be borne by O'Hara.

O'Hara is not requesting that shareholders of Pacific Rubiales submit a proxy at this time. Once O'Hara has commenced a formal solicitation of proxies, a registered shareholder of Pacific Rubiales that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by O'Hara; (b) by depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Pacific Rubiales at any time up to and including the last business day preceding the day of the meeting at which the proxy is to be used, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Pacific Rubiales will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

O'Hara and its joint actors hold 62,639,710 Common Shares, representing approximately 19.82% of the issued and outstanding Common Shares. With the exception of the foregoing, to the knowledge of O'Hara, neither O'Hara nor any associates or affiliates of O'Hara, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting.

Contact Information

  • 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
    E-mail: oalvarado@oharafinancial.com