Parex Resources Announces Its Proposal to Acquire GeoPark and an 11.8% Ownership Position

Core Viewpoint - Parex Resources Inc. has proposed to acquire GeoPark for US$9.00 per share in cash, representing a significant premium to GeoPark's current share price, but the GeoPark Board has rejected the proposal without constructive engagement [1][3][5]. Proposal Details - The proposed acquisition price of US$9.00 per share represents a 44% premium to GeoPark's share price at the time of the proposal [5][11]. - Parex has acquired an 11.8% ownership stake in GeoPark, allowing it to call a special shareholder meeting [2][3]. - The total value of GeoPark, including net debt, is approximately US$940 million, which exceeds the value of GeoPark's Colombian proved plus probable reserves based on its 2024 year-end reserves disclosure [5][6]. Strategic Context - Parex argues that its all-cash proposal offers immediate and compelling value to GeoPark shareholders, allowing them to avoid risks associated with GeoPark's recent investment in Argentina [1][3]. - The GeoPark Board's rejection of the proposal is seen as part of a pattern of failing to engage constructively with Parex [3][6]. Timeline of Events - December 2021: Parex submitted a previous proposal to acquire GeoPark, which was rejected [6]. - September 4, 2025: Parex submitted the current proposal for US$9.00 per share [6]. - October 15, 2025: GeoPark's CEO informed Parex that the proposal was rejected [6]. - October 29, 2025: Parex acquired an 11.8% stake in GeoPark [1][6]. Financial Position - Parex is in a strong financial position and plans to fund the acquisition through existing cash and other financing sources [13][14]. - The transaction is not subject to approval by Parex shareholders, and the definitive agreement will not include a financing condition [14][15]. Engagement and Advisory - Parex remains willing to engage with GeoPark to finalize the transaction and has retained Scotiabank as its financial advisor along with several legal counsels [8].