Pacific Rubiales Energy Acquires C&C Energia

Pacific Rubiales Energy Corp. acquired all of the outstanding shares of C&C Energia Ltd. by way of a plan of arrangement in a transaction valued at approximately $668,000,000. In connection with the transaction, C&C Energia conducted a reorganization under which it transferred its interest in four oil exploration properties in Colombia, along with related assets and US$88.5 million in cash (subject to adjustment and reimbursement obligations) to a newly formed subsidiary, Platino Energy Corp., and shares of Platino were spun off to C&C Energia's shareholders, with Pacific Rubiales retaining a 5 per cent interest in Platino. Under the terms of the Arrangement, C&C Energia Shareholders received 0.3528 of a Pacific Rubiales common share, one Platino common share and $0.001 in cash for each C&C Energia share.

Pacific Rubiales is a Canadian company and producer of natural gas and crude oil that owns 100 per cent of Meta Petroleum Corp., which operates the Rubiales, Piriri and Quifa heavy oil fields in the Llanos Basin in Colombia, and 100 per cent of Pacific Stratus Energy Colombia Corp., which operates the La Creciente natural gas field in Colombia. Pacific Rubiales also owns light oil assets in Colombia as well as a diversified portfolio of assets beyond Colombia, which includes producing and exploration assets in Peru, Guatemala, Brazil, Guyana and Papua New Guinea. C&C Energia owned light oil assets in Colombia.

Pacific Rubiales was represented by an in-house team consisting of Peter Volk, General Counsel; Michael Galego, Deputy General Counsel and Secretary; and Melissa Krishna, Deputy General Counsel, Special Projects; and was represented in Canada and Colombia by Norton Rose Canada LLP with a team that included Terence Dobbin, Crispin Arthur, Paul Fitzgerald, Matthew Hall, Michael Bennett, Krista Treasure and Anna Wingfield (mergers & acquisitions); Adrienne Oliver and Edward Heakes (tax); Jorge Neher, Mariana Sanchez and Santiago Gonzalez (Colombian law); Benjamin Cubides (Colombian tax); Wayne Fedun (energy); Kevin Ackhurst (regulatory); David Kolesar (banking) and Steven Leitl (litigation). Pacific Rubiales was represented in the United States by Proskauer Rose LLP with a team consisting of Carlos Martinez, Susan Weiner and Erin Fogarty (US securities) and Martin Hamilton (US tax).

C&C Energia and Platino were represented in Colombia by in-house lawyer Luz Maria Ceron and was represented in Canada by Blake, Cassels & Graydon LLP with a team consisting of Dan McLeod, Melissa Cook, John Eamon, Perry Feldman, Sarah Gingrich, David Hansford, Richard Maclean, Colin Ritchie and Chris Salomon (corporate and securities); Michael Laffin and Kevin Kerr (energy); Melanie Gaston (litigation); Julie Soloway and Charles Layton (Investment Canada Act); Max Brunette, Claire Marchant and Sean Maxwell (employment and benefits); Paul Logan (real estate); Nick Tropak and Drew Campbell (financial services) and Nancy Diep (tax); in Colombia by Posse Herrera Ruiz with a team consisting of Juan Guillermo Ruiz, Edgar Ruiz, Jaime Gomez and Juan Daniel Londono (tax) and Alvaro Jose Rodriguez, Francisco Cabal and Veronica Muriel (corporate and energy); and in the United States by Troutman Sanders LLP with a team consisting of Shona Smith and Lisa Raines.