O'Hara Administration Co., S.A.

June 30, 2015 08:57 ET

Pacific Rubiales Shareholders Reminded to Vote Against the ALFA/Harbour Offer

YELLOW proxy voting deadline is 2:00 p.m. (Vancouver Time), Thursday, July 2, 2015

PUNTA PACIFICA, PANAMA--(Marketwired - June 30, 2015) - O'Hara Administration Co., S.A. ("O'Hara" or "we") today reminded shareholders that the proxy voting deadline to vote AGAINST the offer, 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"), is fast approaching.

To ensure that their votes are counted, shareholders should guarantee that their YELLOW proxies are received by D.F. King well in advance of the 2:00 p.m. (Vancouver Time), Thursday, July 2, 2015 proxy voting deadline. If shareholders 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.

Overwhelming momentum against the Proposed Arrangement

Since O'Hara announced its opposition to 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), momentum against the transaction has steadily increased. O'Hara believes 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 minority shareholders. Many others share this assessment:

  • We continue to engage with our fellow minority shareholders and are seeing their opposition to the transaction manifest itself in votes AGAINST on the YELLOW proxy;
  • Institutional Shareholder Services ("ISS"), a leading independent international corporate governance analysis and proxy voting firm, serving more than 1,600 institutional investor clients, recommended that its subscribers vote AGAINST the transaction. In making its recommendation, ISS cited concerns regarding the gap between the Proposed Arrangement price and management's own projections of value, concerns with the process and the ability of certain executives to buy into what would be a newly-private company, at the same price the acquirer is paying per share (http://www.marketwired.com/press-release/iss-recommends-pacific-rubiales-shareholders-vote-against-the-alfa-harbour-offer-2032602.htm)
  • Glass, Lewis & Co., ("Glass Lewis") is another 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, that also recommended that shareholders vote AGAINST the transaction. In making its recommendation, Glass Lewis cited concerns that certain directors and officers would receive an option to continue participating in the Company post-transaction, concerns around the insufficient process and the fairness opinion provided by GMP (http://www.marketwired.com/press-release/glass-lewis-co-joins-iss-recommending-pacific-rubiales-shareholders-vote-against-alfa-2033477.htm)

All of the important information that shareholders need to understand why they should vote against the Proposed Arrangement is available at www.savePRE.com.

"O'Hara has invested significantly in Pacific Rubiales and stands with many other minority shareholders in opposing the Proposed Arrangement," said Orlando J. Alvarado of O'Hara. "We are pleased with the independent support from the proxy advisors and amount of YELLOW proxies that we have received to date. The proxy voting deadline for the YELLOW proxy is just two days away and we are asking for your support to ensure that you have a chance to participate in the value upside of your Company."

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