Acquisition of PetroMagdalena by Pacific Rubiales Energy Corp. completed: 9.0% Senior A Notes to be redeemed
July 27 2012 - 8:00AM
PR Newswire (Canada)
TORONTO, July 27, 2012 /CNW/ - PetroMagdalena Energy Corp. is
pleased to announce that the Plan of Arrangement involving
PetroMagdalena, holders of common shares (the "Shares") and common
share purchase warrants (the "Warrants") of PetroMagdalena
(collectively, the "Securityholders") and 0942183 B.C. Ltd., a
wholly owned subsidiary of Pacific Rubiales Energy Corp. ("Pacific
Rubiales") has become effective such that Pacific Rubiales now
indirectly owns 100% of the outstanding Shares. Under the Plan of
Arrangement, (i) each former holder of Shares is entitled to
receive C$1.60 in cash for each Share held immediately prior to
July 27, 2012, and (ii) each former holder of Warrants is entitled
to receive C$0.25 in cash for each Warrant held immediately prior
to July 27, 2012. The Shares and Warrants will be delisted
from the TSX Venture Exchange as of the close of trading on July
30, 2012. To receive the cash consideration for Shares and/or
Warrants, former Securityholders must follow the instructions set
out in PetroMagdalena's notice of special meeting of
Securityholders and Information Circular dated June 21, 2012, a
copy of which is available at www.sedar.com under PetroMagdalena's
profile and on PetroMagdalena's website www.petromagdalena.com. As
a result of Pacific Rubiales indirectly acquiring all of the
Shares (other than Shares already owned by it or its affiliates),
PetroMagdalena is entitled under the terms of its 9.0% Senior A
Notes (the "Notes") to redeem the Notes at 110% of the principal
amount thereof plus accrued and unpaid interest up to but not
including the date of redemption. Accordingly, PetroMagdalena
has provided notice (the "Redemption Notice") that all of the Notes
shall be so redeemed on August 27, 2012 (the "Redemption
Date"). Holders of the Notes should review the Redemption
Notice, which is available on PetroMagdalena's website
www.petromagdalena.com for further details. The aggregate cost of
such redemption will be approximately C$23 million. It is
anticipated that the Notes will be delisted from the TSX Venture
Exchange as of the close of business on the Redemption Date.
PetroMagdalena will also apply under Canadian securities laws to
cease to be a reporting issuer with effect immediately following
the Redemption Date. The directors of PetroMagdalena have, in
accordance with the Plan of Arrangement, been replaced by Miguel
Rodriguez, Hernan Martinez and Peter Volk (who will also act as
Interim Chief Executive Officer). About PetroMagdalena Energy Corp.
PetroMagdalena is a Canadian-based oil and gas exploration and
production company, with working interests in 19 properties in five
basins in Colombia. Further information can be obtained by visiting
our website at www.petromagdalena.com. Forward-Looking Statement
Certain information contained in this news release, including any
information relating to the transaction (the "Transaction") and or
future financial or operating performance of PetroMagdalena may be
deemed "forward-looking". These statements relate to future events
or future performance and reflect PetroMagdalena's expectations
regarding the Transaction, and the future growth, results of
operations, business prospects and opportunities of PetroMagdalena,
Pacific Rubiales and the combined company. These forward-looking
statements also reflect PetroMagdalena's current internal
projections, expectations or beliefs and are based on information
currently available to each party, respectively. These
forward-looking statements are subject to a variety of risks and
uncertainties that are identified and disclosed in the Annual
Information Form of PetroMagdalena for the year ended December 31,
2011. In some cases forward-looking information can be identified
by terminology such as "may", "will", "should", "expect", "intend",
"plan", "anticipate", "believe", "estimate", "projects",
"potential", "scheduled", "forecast", "budget" or the negative of
those terms or other comparable terminology. Although
PetroMagdalena believes that the forward-looking information
contained in this news release is based on reasonable assumptions,
readers cannot be assured that actual results will be consistent
with such statements. Accordingly, readers are cautioned against
placing undue reliance on forward-looking information.
PetroMagdalena expressly disclaims any intention or obligation to
update or revise any forward-looking information, whether as a
result of new information, events or otherwise, except in
accordance with applicable securities laws. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.
PetroMagdalena Energy Corp. CONTACT: Belinda LabatteInvestor
Relations Representative(647) 436-2152
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