CALGARY, ALBERTA–(Marketwired – June 30, 2015) –
New Board Appointment
Americas Petrogas Inc. (“Americas Petrogas” or the “Company“) (TSX VENTURE:BOE) is pleased to announce the appointment of Mr. Kenneth Geren of Greenwich, Connecticut to the Company’s Board of Directors. Mr. Geren will also join the Company’s Compensation Committee. Mr. Geren and his employer, Point72 Asset Management, L.P. (“Point72”), own or have dispositive and voting control over approximately 21.5 million shares of the Company.
Mr. Geren is a Portfolio Manager of Point72, a family office managing the assets of its founder, Steven A. Cohen, and eligible employees. Mr. Geren has over 20 years of experience in the public and private finance and investing sector. Prior to joining Point72, Mr. Geren was Vice President at Jefferies and Company between 2001 and 2005 where he covered oil service companies in offshore construction. He has held research, trading and finance roles at ABN AMRO Bank (the Dutch state-owned bank), American Electric Power (a NYSE listed company) and NCR Corporation (a NYSE listed company). Mr. Geren received his Bachelor of Science degree from Indiana University and his Masters of Business Administration degree from the University of Michigan.
Barclay Hambrook, the President and CEO of Americas Petrogas, commented: “We are very excited about the addition of Ken Geren to API’s Board of Directors. His considerable experience in global equity and energy markets will be very valuable as Americas Petrogas develops an updated business plan for the next stage of the Company’s development for the future. This business plan will include strategies for unlocking shareholder value of the Company’s retained Argentinian assets and its subsidiary, GrowMax Agri Corp. as well as consideration of alternative strategies, following the sale of the shares of Americas Petrogas Argentina S.A.”
Filing and Mailing of Shareholder Meeting Materials
The Company also announces that further to its June 17, 2015 news release, it has commenced the mailing process and has filed an information circular dated June 29, 2015 and forms of proxy (“Meeting Materials“) on the System for Electronic Document Analysis and Retrieval (SEDAR) in respect of the upcoming annual and special meeting (“Meeting“) of shareholders of Americas Petrogas Inc.
At the Meeting, shareholders will be asked to vote in respect of a proposed transaction pursuant to which Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) (the “Purchasers“) will acquire all of the issued and outstanding common shares of Americas Petrogas Argentina S.A. (“APASA“), a subsidiary of the Corporation, as well as certain intercompany indebtedness owing by APASA to the Corporation and its other subsidiaries, in consideration for an aggregate cash purchase price of US$63 million, subject to adjustment in certain circumstances (the “Transaction“). The Transaction is being proposed pursuant to the terms and conditions of an agreement of purchase and sale dated June 16, 2015 among Americas Petrogas and the Purchasers (the “Sale Agreement“). Prior to completion of the Transaction, APASA will complete certain transitional transactions pursuant to which APASA shall enter into assignment agreements with Energicon S.A. (“Energicon“), the Corporation’s other wholly-owned Argentine subsidiary, to transfer certain retained Argentina oil and gas assets to Energicon. The transitional transactions will be commenced prior to closing and are expected to be completed after the closing of the Transaction. In addition, the Corporation shall be entitled to receive a portion of any “Oil Plus” amounts outstanding on the closing date of the Transaction and collected by APASA during a period of not less than 18 months and not more than 24 months after closing, all in accordance with the terms of the Sale Agreement.
The business of the Meeting will also include receipt of audited annual financial statements for the year ended December 31, 2014 and unaudited interim financial statements for the interim period ended March 31, 2015, fixing the number of directors for the ensuing year, the election of directors, the appointment of an auditor of the Corporation, the approval of the Corporation’s stock option plan and the renewal of the Corporation’s shareholder rights plan.
The Meeting will be held at the Bow Valley Club, Suite 370, 250 – 6th Avenue S.W., Calgary, Alberta, Canada, at 9:00 a.m. (Calgary time) on July 29, 2015. Details on how to attend the Meeting or to submit a proxy are included in the Meeting Materials.
Completion of the Transaction is subject to a number of conditions including receipt of the requisite approval of a special resolution approving the Transaction by shareholders. Americas Petrogas and the Purchasers expect that the closing date of the Transaction will occur in early August 2015.
Support Agreements and Directors’ Support
Certain directors and/or senior officers of the Corporation and the Corporation’s largest Shareholder, who collectively own approximately 20.4% of the outstanding Common Shares, have entered into a support agreement with the Purchasers and have agreed to vote their Common Shares in favour of the Transaction. In addition, the Company’s remaining directors, including Mr. Geren, and Point72, who collectively own or have voting control over approximately 10.1% of the outstanding Common Shares have confirmed their intention to vote their Common Shares in favour of the Transaction.
About the Purchasers
Tecpetrol is a private company dedicated to the exploration, production, transport and distribution of hydrocarbons as well as power generation. The company is part of the Techint Group and operates in Argentina, Bolivia, Colombia, Ecuador, Mexico, Peru, the United States and Venezuela. With a workforce of approximately 6,000 people, including its own employees and contractors, the company promotes and participates in energy projects which contribute to the development of the countries in which it operates.
About Americas Petrogas Inc.
Americas Petrogas Inc. is a Canadian company whose shares trade on the TSX Venture Exchange under the symbol “BOE”. Americas Petrogas has conventional and unconventional shale oil and gas and tight sands oil and gas interests in numerous blocks in the Neuquén Basin of Argentina. Americas Petrogas has joint venture partners, including ExxonMobil and YPF, on various blocks in the shale oil and gas corridor in the Neuquén Basin, Argentina. Americas Petrogas and Indian Farmers Fertiliser Co-operative Limited (IFFCO) own GrowMax Agri Corp., a private company involved in the exploration for near-surface phosphates, potash and other minerals, and potential development of a fertilizer project in Peru.
Forward Looking Information
Certain statements contained in this press release constitute “forward-looking statements” as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact and should be viewed as “forward-looking statements”. There are “forward-looking statements” included in this press release that relate to development of an updated business plan, completion of the Transaction, the meeting date and the closing date of the Transaction. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
There can be no assurance that such forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release. The forward-looking statements contained herein are expressly qualified by this cautionary statement. In particular, there is no assurance that the conditions set out in the Sale Agreement, including receipt of required shareholder and regulatory approvals, will be satisfied. There is also no assurance that the Transaction will be completed on the timelines indicated or at all. Accordingly, because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
NEITHER THE 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 THE RELEASE.
Americas Petrogas Inc.
Barclay Hambrook, P. Eng., MBA
President and CEO