Apco Completes Merger
January 29 2015 - 8:49AM
Business Wire
Shareholders to Receive $14.50 in Cash Per
Share
Transaction Equity Value of $427 million
Apco Shares to be Delisted
Apco Oil and Gas International Inc. (NASDAQ:APAGF) today
announced that it had completed its merger with Pluspetrol Black
River Corporation, a wholly-owned subsidiary of Pluspetrol
Resources Corporation, in an all-cash transaction with an equity
value of approximately $427 million.
In connection with the transaction, Apco will be delisted from
the NASDAQ Global Select Market and terminate its registration and
reporting obligations with the Securities and Exchange
Commission.
As previously announced, the transaction was approved by Apco’s
shareholders at an extraordinary general meeting of shareholders
held on Jan. 26, 2015. Pursuant to the terms of the merger
agreement, Apco shareholders will receive $14.50 in cash for each
share of Class A and ordinary shares they own.
Holders of certificated Apco shares will receive a letter of
transmittal and instructions on how to surrender their share
certificates of Apco in exchange for the merger consideration and
should wait to receive the letter of transmittal and instructions
before surrendering their share certificates.
Jefferies served as the exclusive financial advisor to Apco in
connection with the transaction. Weil, Gotshal and Manges LLP acted
as legal advisors to Apco and Maples and Calder served as Apco’s
special Cayman Islands counsel.
Cleary Gottlieb Steen and Hamilton LLP acted as legal advisors
to Pluspetrol Resources Corporation and Appleby served as
Pluspetrol Resources Corporation’s special Cayman Islands
counsel.
About Apco Oil and Gas International Inc. (NASDAQ:
APAGF)
Apco Oil and Gas International Inc. is an international oil and
gas exploration and production company with interests in nine oil
and gas concessions and two exploration permits in Argentina, and
three exploration and production contracts in Colombia. More
information is available at www.apcooilandgas.com. Go to
http://www.b2i.us/irpass.asp?BzID=1671&to=ea&s=0 to join
our e-mail list.
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements contained
in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing
of the proposed merger, the management of Apco and Apco’s
expectations, beliefs and intentions. All forward-looking
statements included in this document are based on information
available to Apco on the date hereof.
In some cases, you can identify forward looking statements by
terminology such as “may,” “can,” “will,” “should,” “could,”
“expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “predicts,” “potential,” “targets,” “goals,”
“projects,” “outlook,” “continue,” “preliminary,” “guidance,” or
variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. No assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on Apco’s results of operations or financial
condition. Accordingly, actual results may differ materially and
adversely from those expressed in any forward-looking statements.
Neither Apco nor any other person can assume responsibility for the
accuracy and completeness of forward-looking statements.
There are various important factors that could cause actual
results to differ materially from those in any such forward-looking
statements, many of which are beyond Apco’s control. These factors
include: failure to obtain shareholder approval of the proposed
merger; failure to consummate the transaction or any delay in
consummating the transaction; changes in laws or regulations;
changes in general economic conditions or other risks described in
Apco’s SEC filings. Apco undertakes no obligation (and expressly
disclaims any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. For
additional information please refer to Apco’s most recent Form
10-K, 10-Q and 8-K reports filed with the SEC.
Apco Oil and Gas International Inc.MEDIA CONTACT:Kelly
Swan, 539-573-4944orINVESTOR CONTACT:David Sullivan,
539-573-9360