PetroMagdalena Energy Corp. (PMD.V) announced that it has obtained an interim order of the Supreme Court of British Columbia authorizing the holding of the Company's special meeting of holders of common shares and holders of common share purchase warrants.
PetroMagdalena Energy said at the meeting, shareholders and warrantholders of the Company will be asked to consider and, if thought advisable, approve a special resolution approving a plan of arrangement involving PetroMagdalena, the shareholders, warrantholders and 0942183 B.C. Ltd., a wholly owned subsidiary of Pacific Rubiales Energy Corp. (PRE.TO) to be carried out pursuant to the arrangement agreement previously executed and announced by the Company on June 5, 2012.
PetroMagdalena Energy noted that the meeting will be held at the Trump International Hotel and Tower, at 325 Bay Street, Toronto, Ontario, Canada on July 23, 2012 at 2:00 p.m. (Toronto time). Meeting materials, including a Notice of Special Meeting and Management Information Circular, are to be mailed the week of June 25, 2012 to share and warrant holders of record as at the close of business on June 18, 2012.
Following approval of the Arrangement at the meeting, PetroMagdalena said it will, on July 24, 2012, return to court to seek a final order to implement the Arrangement. The closing of the Arrangement is subject to the satisfaction of certain customary closing conditions. Assuming that these conditions are satisfied, PetroMagdalena expects that the closing of the Arrangement will be completed on July 27, 2012.
On 5th June 2012, PetroMagdalena Energy has announced that it has entered into a definitive agreement with Pacific Rubiales Energy Corp., pursuant to which Pacific Rubiales has offered to acquire all of the issued and outstanding common shares of PetroMagdalena by way of a Plan of Arrangement under the British Columbia Business Corporations Act.
Under the Arrangement, shareholders of PetroMagdalena will receive C$1.60 in cash for each outstanding Share, representing a premium of approximately 38% on the 20 day volume weighted average price of PetroMagdalena's common shares on the TSX-V as of June 4, 2012. In addition, holders of all of the outstanding PetroMagdalena warrants will receive C$0.25 in cash for each unexercised Warrant held at closing. The Warrants had a closing trading price on the TSX-V of C$0.215 on June 4, 2012.
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