GeoPark, a leading independent energy company with over 20 years of successful operations across Latin America, has announced that its Board of Directors has unanimously adopted a limited-duration shareholder rights plan, effective immediately and that will expire in 364 days.
The Company’s Board, in consultation with its advisors, adopted the Rights Plan to protect value for GeoPark and all its stockholders given the unusually rapid and significant accumulation of the Company’s common stock by a single stockholder.
The Rights Plan is similar to plans adopted by other publicly traded companies and is intended to protect the long-term interests of GeoPark’s shareholders and maximize the value of their investment.
The Rights Plan is designed to reduce the likelihood that any shareholder gains undue influence or control of the Company through open market accumulation, without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interest of the Company and all of its shareholders.
Key Terms of the Rights Plan
Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 12% or more of GeoPark’s outstanding common shares (including derivatives) in a transaction not approved by the Board.
In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional common shares having a then-current market value of twice the exercise price of the right.
Additional Information
Goldman Sachs & Co. LLC is serving as GeoPark’s financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel.
Source: GeoPark
