History
Apco, an Argentine oil and gas interest holder, abandoned a 2001 merger, extended its key concessions, and was bought out by Pluspetrol for $14.50 a share in 2015.
2001-2005: A merger that failed and a new acquisition
In July 2001 Apco Argentina filed to merge with Globex Energy, Inc. under an April 2001 agreement. Globex common holders would have received 1.896 Apco shares each, and preferred holders 3,846.154, for up to 3,994,890 new shares. Existing Apco holders would have owned about 65% of a combined company, renamed Globex Energy and based in Houston. Apco also planned to move its 23% Entre Lomas, 1.5% Acambuco and 45% Canadon Ramirez interests into a new Argentine subsidiary.
The deal never completed. On December 28, 2001 the two companies mutually terminated it, saying they had re-evaluated the terms, and each released claims over breaches of the agreement. Apco said it would keep considering acquisitions.
The record then goes quiet until January 2005, when Apco agreed to pay US$6.2 million from general funds for 55.44% of Rio Cullen Las Violetas S.A. This gave it a 25.78% effective interest in three Tierra del Fuego concessions, with Antrim Energy's Netherfield and Roch buying the rest. The filing also showed an 81.82% interest in Canadon Ramirez and a 50% share of the Capricorn block with Netherfield.
2009-2014: Extending the concessions and the Pluspetrol offer
In July 2009 Neuquén province approved ten-year extensions of the Bajada del Palo concession (to September 6, 2025) and the Entre Lomas concession (to January 21, 2026), of which Apco holds 23% directly. The partners paid a total $12.5 million bonus, agreed to spend $237 million, and accepted a rise in the provincial production tax from 12% to 15%. By then the company was called Apco Oil and Gas International Inc. The Río Negro part of Entre Lomas was not covered.
Shares on issue fell from 29,441,240 at the end of 2010 to 9,139,648 a year later, but the beats do not explain the change. The record is otherwise quiet until October 2014.
On October 2, 2014 Apco agreed to be acquired by Pluspetrol Resources Corporation for $14.50 in cash per share. Majority holder WPX, with about 69%, gave a power of attorney to vote for the deal, and a $15.45 million termination fee applied in certain cases. The final proxy statement in December set a shareholder meeting for January 26, 2015.
2015: The buyout
On December 30, 2014 Apco agreed with Río Negro province to extend the Entre Lomas concession by ten years to January 21, 2026. It paid a net bonus of $7.9 million in January 2015 and committed about $57.6 million of spending. The provincial production tax there rose from 12% to 15%.
Shareholders approved the merger on January 26, 2015, and it closed on January 29. Every Ordinary and Class A share was cancelled for $14.50 in cash, about $427 million in total, apart from excluded holdings and shares of holders who exercised appraisal rights. NASDAQ trading was suspended, all directors and officers resigned, and PRC Oil & Gas B.V. became sole director. On February 9, 2015 Apco deregistered its securities, ending its obligation to file reports with the SEC.
As of that date Apco was a wholly-owned subsidiary of Pluspetrol. A shareholder class action was agreed in principle to settle in January 2015, but court approval was not confirmed.
Written from the 11 story beats below (2001 to 9 Feb 2015), which come from the company's own announcements and filings.