Parex offers $9 (U.S.) per share for GeoPark

Executive Summary

• Parex Resources Inc. has submitted a formal proposal to acquire all outstanding common shares of GeoPark for $9.00 USD per share in cash, representing a total enterprise value of approximately $940 million USD.
• Following the rejection of this proposal by GeoPark’s board of directors, Parex has acquired an 11.8% ownership stake in GeoPark, positioning itself to potentially call a special shareholder meeting.
• Parex argues the offer provides a significant premium (44% to current price, 51% to pre-accumulation price, 38% to 90-day VWAP) and offers shareholders immediate value while avoiding the execution risks associated with GeoPark’s recent Argentine investment.

Key Details

• Offer Terms: All-cash offer of $9.00 USD per share for all outstanding common shares of GeoPark.
• Total Valuation: Approximately $940 million USD, including net debt.
• Premiums:
  • 44% premium to GeoPark's share price at the time of the proposal.
  • 51% premium to GeoPark's share price as of Oct. 21, 2025 (the day prior to Parex acquiring >5% ownership).
  • 38% premium to GeoPark's 90-day volume-weighted average share price as of Oct. 28, 2025.
• Ownership Stake: Parex acquired an 11.8% ownership interest in GeoPark on Oct. 29, 2025, just below the threshold of GeoPark’s shareholder rights plan (poison pill) implemented on June 3, 2025. This stake allows Parex to call a special shareholder meeting.
• Strategic Rationale: Parex claims the deal delivers immediate, certain value to shareholders and avoids the high debt levels and execution risks associated with GeoPark’s announced capital-intensive investment in Argentina.
• Timeline of Events:
  • Dec 2021: Parex submitted an initial cash and share proposal; rejected by GeoPark.
  • Sept 4, 2025: Parex submitted the current all-cash offer of $9/share.
  • Sept 17, 2025: Parex reiterated the proposal and requested engagement after learning of GeoPark’s Argentine transaction.
  • Sept 25, 2025: GeoPark announced its Argentine investment.
  • Oct 15, 2025: GeoPark CEO informed Parex CEO that the board had summarily rejected the proposal.
  • Oct 29, 2025: Parex acquired the 11.8% stake.
• Advisers:
  • Financial Adviser: Scotiabank
  • Legal Counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP; Burnet, Duckworth & Palmer LLP; Appleby (Bermuda) Ltd. LLP
  • Proxy Solicitor: Innisfree

Notable Quotes

• Imad Mohsen, President and CEO of Parex Resources: "Our proposal would deliver immediate and compelling value to GeoPark shareholders. By rejecting the proposal, the GeoPark board denied its shareholders an opportunity to receive cash for their shares at a significant premium. Instead, GeoPark proceeded with an acquisition in Argentina, which entails significant spending, high debt levels and execution risk. Given the inherently low-risk nature of our all-cash proposal, we believe GeoPark shareholders should be made aware of the premium they are being offered and provided the opportunity to review our proposal."