Harbour and ALFA to Acquire Pacific Rubiales
WASHINGTON, DC - Harbour Energy Ltd. ("Harbour Energy") is pleased to announce that, together with ALFA, S.A.B. de C.B. (BMV: ALFA A) (BMAD: XALFA), it has entered into a definitive agreement (the "Arrangement Agreement") with Pacific Rubiales Energy Corp. (TSX: PRE) (BVC: PREC) (the "Company") pursuant to which ALFA and Harbour Energy will acquire, through a newly-formed company (the “Purchaser”) jointly owned by each of ALFA and Harbour Energy, all of the outstanding common shares of Pacific Rubiales not already owned by ALFA (or held by the Company in treasury), for C$6.50 per share in cash (the “Transaction”). Following completion of the Transaction, ALFA and Harbour Energy will each own 50% of the Purchaser and the Purchaser will own all of the outstanding common shares of Pacific Rubiales.
The Transaction has been unanimously approved and recommended by the board of directors of Pacific Rubiales. It will proceed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") and currently is expected to close in the third quarter of 2015.
"Harbour's objective is to build a successful global oil company through the acquisition of high quality assets and proven management teams. We believe Pacific Rubiales fits this definition and is the ideal platform for Harbour's growth in Latin America. We are particularly excited about the Company's opportunities in Mexico and couldn't be more pleased to have ALFA as our partner," said Linda Z. Cook, Harbour Energy's Chief Executive Officer. "This initiative represents a perfect example of the kind of opportunity that Harbour Energy was expected to capture when formed by EIG Global Energy Partners and the Noble Group. Harbour has big aspirations and we are pleased that our first investment is the largest ever instance of taking a publicly traded E&P company private," according to EIG's Chief Executive Officer R. Blair Thomas.
The Arrangement Agreement provides for customary non-solicitation covenants, subject to customary “fiduciary out” provisions entitling Pacific Rubiales to consider and accept a superior proposal to acquire not less than all of the outstanding common shares of the Company or all or substantially all of the Company’s assets, subject to the right of the Purchaser to match any superior proposal. If the Arrangement Agreement is terminated in certain circumstances, including if Pacific Rubiales enters into an agreement with respect to a superior proposal or if the shareholders of the Company vote to reject the Arrangement after an alternative acquisition proposal is made or publicly announced by a third party and subsequently within a 365 day period an alternative transaction is consummated, each of ALFA and Harbour Energy is entitled to a termination payment of U.S.$50 million.
Full details of the Transaction will be included in an information circular to be mailed to Pacific Rubiales’ common shareholders in accordance with applicable securities law. A copy of the Arrangement Agreement, the information circular and related documents will be filed with Canadian securities regulators and will be available under Pacific Rubiales’ profile on www.sedar.com.
Harbour Energy’s financial advisor is Citi and its legal advisors are Stikeman Elliott LLP and Kirkland & Ellis LLP.
About Harbour Energy
Harbour Energy is an energy investment vehicle formed by EIG Global Energy Partners (“EIG”) and the Noble Group (“Noble”) to pursue control and near control investments in high-quality upstream and midstream energy assets globally. Harbour Energy is externally managed by EIG. EIG specializes in private investments in energy and energy-related infrastructure on a global basis and had $14.8 billion under management as of March 31, 2015. During its 33-year history, EIG has invested over $21.4 billion in the sector through more than 300 projects or companies in 35 countries on six continents. Noble manages a portfolio of global supply chains covering a range of energy and other commodity products from over 140 locations and employing more than 70 nationalities. Noble was ranked number 76 in the 2014 Fortune Global 500.
Important Legal Notice
This announcement is being made for information purposes only and is not intended to be, and must not be taken as, the basis for an investment decision or any investment activity. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Pacific Rubiales, ALFA or Harbour Energy. Forward-looking statements in this announcement are made pursuant to the "safe harbor“ provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as ”plan“, ”target“, ”will”, “expect”, ”anticipate”, ”estimate“, ”may“, ”should“, ”intend“, ”believe“, and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the parties in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the parties believe are appropriate in the circumstances.
In respect of the forward-looking statements concerning the completion of the proposed Transaction, and the anticipated timing for completion of the Transaction, Harbour Energy has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail securityholder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, securityholder and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction and the operations and capital expenditure plans of Pacific Rubiales following completion of the Transaction. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing securityholder meeting materials, the inability to secure necessary securityholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this announcement.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Pacific Rubiales, ALFA and Harbour Energy to obtain necessary securityholder (including as part of the required consent solicitations), regulatory, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties are included in reports on file with applicable securities regulatory authorities.
The forward-looking statements and information contained in this announcement are made as of the date hereof and Harbour Energy undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
For more information, please contact Sabrina Husain at APCO Worldwide:
Sabrina Husain 202 446-1157 email@example.com