Apco Signs Merger Agreement with Pluspetrol
October 03 2014 - 6:30AM
Business Wire
Apco Oil and Gas International Inc. (NASDAQ:APAGF) today
announced that it has entered into a definitive merger agreement
with privately held Pluspetrol Resources Corporation.
Under the terms of the agreement, which has been unanimously
approved by Apco’s board of directors, Apco shareholders will
receive $14.50 in cash for each share of Class A and ordinary
shares they own in a transaction valued at $427 million.
The per share price represents an 18 percent premium to Apco’s
closing share price of $12.30 on Oct. 1 and a 52 percent premium to
the closing price on May 1, 2013, which was the day prior to when
Apco’s majority shareholder announced that it would consider the
disposition of its Apco interests.
“This is a meaningful way for all shareholders to monetize their
shares with a party that is financially strong,” said Keith E.
Bailey, an independent director for Apco. “It offers certainty,
clarity and an attractive value.”
The transaction is subject to two-thirds approval by Apco
shareholders and other customary closing conditions. WPX Energy
(NYSE:WPX), which owns a 69 percent controlling equity interest in
Apco, supports the merger agreement.
Apco will file a proxy statement with the Securities and
Exchange Commission and schedule a meeting for shareholders to
approve the merger agreement. WPX has executed a power of attorney
to vote in favor of the adoption of the merger agreement unless the
merger agreement is terminated prior to shareholder approval.
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.
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 the company and the
company'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 our
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. For additional information please refer to Apco's most
recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
Additional Information and Where to Find It
In connection with the proposed merger and required shareholder
approval, Apco will file a proxy statement with the U.S. Securities
and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT APCO AND THE MERGER. Investors and
security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the
SEC's web site at www.sec.gov. In addition, the documents filed by
Apco with the SEC may be obtained free of charge by contacting
Apco, Attn: Secretary, One Williams Center, 35th Floor, Tulsa,
Oklahoma 74172. Our filings with the SEC are also available on our
website at http://www.apcooilandgas.com.
Participants in the Solicitation
Apco and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from Apco's
shareholders with respect to the Merger. Information about Apco's
executive officers and directors and their ownership of Apco's
common stock is set forth in the proxy statement for Apco's 2014
Annual Meeting of Shareholders, which was filed with the SEC on
March 20, 2014. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of
Apco and its respective executive officers and directors in the
Merger by reading the preliminary and definitive proxy statements
regarding the Merger, which will be filed with the SEC.
Apco Oil and Gas International Inc.MEDIA CONTACT:Kelly
Swan, 539-573-4944orINVESTOR CONTACT:David Sullivan,
539-573-9360