22:22:32 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Americas Petrogas Inc
Symbol BOE
Shares Issued 228,176,606
Close 2015-06-30 C$ 0.255
Market Cap C$ 58,185,035
Recent Sedar Documents

Americas Petrogas appoints Geren to board

2015-06-30 09:58 ET - News Release

Mr. Barclay Hambrook reports

AMERICAS PETROGAS APPOINTS NEW DIRECTOR AND FILES AND MAILS MEETING MATERIALS FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Americas Petrogas Inc. has appointed Kenneth Geren of Greenwich, Conn., 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 LP, 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 New York Stock Exchange-listed company) and NCR Corp. (an NYSE-listed company). Mr. Geren received his bachelor of science degree from Indiana University and his master of business administration degree from the University of Michigan.

Barclay Hambrook, the president and chief executive officer 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 SA."

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 on SEDAR in respect of the upcoming annual and special 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 SA and Tecpetrol Internacional SL (Unipersonal) will acquire all of the issued and outstanding common shares of Americas Petrogas Argentina SA (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 $63-million (U.S.), subject to adjustment in certain circumstances. 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. Prior to completion of the transaction, APASA will complete certain transitional transactions pursuant to which APASA shall enter into assignment agreements with Energicon SA, 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 Dec. 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, Sixth Ave. SW, Calgary, Alta., Canada, at 9 a.m. MT 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, which collectively own approximately 20.4 per cent 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, which collectively own or have voting control over approximately 10.1 per cent 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 work force 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.

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