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

Executive Summary

• Parex Resources Inc. submitted a non‑binding all‑cash offer to acquire 100% of GeoPark’s common shares at US $9.00 per share, representing premiums of 44%–51% versus recent market prices and valuing GeoPark at approximately US $940 million (including net debt).
• After the proposal was rejected, Parex increased its stake to 11.8% in GeoPark, giving it the right to call a special shareholder meeting.
• The offer is funded by Parex’s existing cash and other financing sources; Scotiabank serves as financial advisor and several law firms are engaged as counsel.

Key Details

• Offer Price & Premiums – US $9.00 per GeoPark share in cash, a 44% premium to the price at proposal time, 51% premium to the price on Oct 21 2025, and 38% premium to the 90‑day VWAP as of Oct 28 2025.
• Transaction Value – Approximately US $940 million inclusive of GeoPark net debt, exceeding the value of GeoPark’s Colombian proved‑plus‑probable reserves (per 2024 year‑end data).
• Financing – No new financing condition; the consideration will be paid from Parex’s existing cash balances and other internal sources of funding already advanced.
• Ownership Stake Acquired – Parex now holds an 11.8% equity position in GeoPark, just below the threshold that would trigger the company’s shareholder rights plan. This stake enables Parex to call a special meeting of GeoPark shareholders.
• Advisors – Scotiabank (financial advisor); Paul, Weiss, Rifkind, Wharton & Garrison LLP; Burnet, Duckworth & Palmer LLP; Appleby (Bermuda) Limited LLP (legal counsel); Innisfree (proxy solicitor).
• Proposal Timeline – Original proposal submitted Sep 4 2025; GeoPark rejected on Oct 15 2025; Parex acquired 11.8% stake and re‑issued the proposal on Oct 29 2025.
• Conditions & Approvals – Subject to definitive agreement, shareholder, regulatory and third‑party approvals; no approval required from Parex shareholders; financing not a condition.
• Closing Timeline – Parex expects to negotiate and execute a definitive agreement within ~30 days of acceptance.

Notable Quotes

“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.” – Imad Mohsen, President & CEO, Parex Resources Inc.