Parex Resources halts talks to acquire GeoPark

Executive Summary

• Parex Resources Inc. has officially halted discussions with GeoPark Ltd. regarding a potential business combination, citing an irreconcilable gap in perceived value.
• Parex determined that the information reviewed since November 14, 2025, did not provide a basis to increase its valuation of GeoPark relative to its initial proposal of $9.00 USD per share in cash.
• GeoPark reaffirmed its position on December 8, 2025, that it is not willing to negotiate a transaction within the parameters of Parex's September proposal, leading to the termination of talks.

Key Details

• Transaction Status: Discussions regarding the acquisition of GeoPark by Parex have been terminated.
• Original Proposal: Parex submitted a proposal on September 4, 2025, to acquire all GeoPark shares for $9.00 (U.S.) per share in cash.
• Ownership Position: Parex holds an 11.8% ownership position in GeoPark.
• Valuation Rationale: Parex reviewed information provided by GeoPark starting November 14, 2025, including virtual data room access and presentations. Despite this, Parex concluded there was no basis to raise its valuation above the $9.00/share offer.
• Timeline of Events:
  • Nov 2-5, 2025: GeoPark CEO agreed to engage; GeoPark formed a special committee of independent directors.
  • Nov 4-13, 2025: Parties negotiated and executed a non-disclosure agreement (NDA).
  • Nov 14, 2025: GeoPark granted Parex access to a virtual data room.
  • Nov 24, 2025: GeoPark announced an off-cycle reserves update and presented asset information to Parex.
  • Dec 1, 2025: GeoPark updated its guidance for 2026-2028; Parex and GeoPark met in person in Bogota to share views on value. Parex warned that discussions would halt if the transaction could not advance within the September proposal parameters.
  • Dec 5, 2025: Chairs of the special committees for both companies established a direct communication channel.
  • Dec 8, 2025: GeoPark reaffirmed it would not negotiate within the $9.00/share parameters; Parex CEO advised GeoPark CEO that discussions were halted.

Notable Quotes

• "Parex has determined that there is no basis to increase its view on the value of GeoPark common shares relative to the proposal to acquire all GeoPark shares for $9.00 (U.S.) per share in cash..."
• "Parex concluded, given the gap in perceived value, that further discussions were unlikely to lead to any agreement with respect to a transaction between GeoPark and Parex as outlined in the September proposal and has determined to halt discussions with GeoPark."
• "GeoPark reaffirms its prior position that it is not willing to negotiate a potential transaction within the parameters of the September proposal."