O'hara Disappointed with Decision to Adjourn Pacific Rubiales Shareholder Meeting in the Face of Overwhelming Opposition to Proposed Arrangement

Source Press Release
Company ALFA, S.A.B. de C.VFrontera Energy Corporation 
Tags Corporate Deals, Deals, Upstream Activities
Date July 03, 2015

O'Hara thanks fellow minority shareholders for landslide support AGAINST ALFA and Harbour's "full, fair and final" offer

- Meeting delay will result in further waste of Pacific Rubiales resources in pursuit of fatally flawed transaction and will delay much needed change at the Company

PUNTA PACIFICA, PANAMA--(Marketwired - July 3, 2015) - O'Hara Administration Co., S.A. ("O'Hara" or "we") today expressed its disappointment with a decision by ALFA S.A.B de C.V. ("ALFA") and Harbour Energy Ltd. ("Harbour") to request and receive an adjournment of the Pacific Rubiales Energy Corp. ("Pacific Rubiales" or the "Company") special meeting of shareholders (the "Meeting"), scheduled for Tuesday, July 7, 2015. At the Meeting, shareholders were poised to firmly reject the transaction whereby ALFA and Harbour are proposing to acquire all of the issued and outstanding common shares ("Common Shares") of the Company for C$6.50 per share (the "Proposed Arrangement").

By adjourning the meeting in advance of the proxy voting deadline, ALFA, Harbour and Pacific Rubiales confirmed the obvious - that the Proposed Arrangement was to be overwhelmingly rejected by shareholders. As of Thursday, July 2, 2015 (pending formal vote tabulation):

  • At least 116,263,184 of the Company's Common Shares or 59.6% of the issued and outstanding Common Shares that have been voted, have been cast AGAINST the Proposed Arrangement 1
  • Excluding ALFA and Harbour's Common Shares, at least 86.3% of the votes cast, have been voted AGAINST the Proposed Arrangement

For the Proposed Arrangement to proceed, the Company requires the support of 66 2/3% of the Common Shares voted at the Meeting and a "majority of the minority" of Common Shares voted (50% +1 of the Common Shares voted, excluding shares held by ALFA or Harbour). On June 25, 2015, ALFA and Harbour stated that their offer of C$6.50 was "full, fair and final", yet now ALFA and Harbour have taken the completely inconsistent position of requesting an adjournment.

"We thank our fellow shareholders who have voted AGAINST the Proposed Arrangement but we are disappointed that ALFA, Harbour and the Company have chosen to delay the exercise of shareholders' right to reject the fatally flawed offer," said Orlando J. Alvarado of O'Hara. "ALFA and Harbour have stated that their offer is final. Enough shareholder resources have been wasted in pursuit of the Proposed Arrangement. A delay of the vote only serves to further highlight the gap between the actions of the board and management and the interests of shareholders and delays much needed change at the Company."

Voting instructions for shareholders

If you have already voted AGAINST on the YELLOW proxy, take no further action. Your YELLOW proxy will be voted when the adjourned meeting is convened on July 28, 2015. If you previously voted on the management proxy or have not voted, you now have until July 24, 2015 to cast your vote AGAINST on the YELLOW proxy. The latest proxy received is the one that will be voted at the Meeting.

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.

  • 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
  • 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
  • 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.

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. 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 23, 2015.

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.

1 Excluding votes on the Company proxy that originate in Canada and that O'Hara cannot see. Prior to the Meeting, O'Hara can only see shares voted on its YELLOW proxy and those voted in the United States on the Company proxy. There are likely additional votes AGAINST on the Company proxy that originate in Canada.

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