Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) has successfully completed the Brazilian tender offer that will allow the Colombian energy company to take control of Brava Energia S.A. (B3: BRAV3), acquiring approximately 25% of the Brazilian oil and gas producer through an August 5 auction on the B3 exchange.

Ecopetrol’s Brazilian subsidiary, Ecopetrol Investimentos do Brasil Ltda., acquired 116,110,717 common shares at R$23 per share. The shares represent approximately 25% of Brava Energia’s issued and outstanding share capital. Ecopetrol said the auction attracted strong market demand and was completed after all applicable regulatory requirements and conditions precedent for the offer were satisfied.

“We expect to disclose the results of the OPAV together with any other material developments related to the transaction.” – Ecopetrol S.A.

The auction is the second major component of Ecopetrol’s plan to obtain a 51% controlling voting stake in Brava Energia. In April, Ecopetrol agreed to acquire approximately 26% of Brava from a group of significant shareholders through a separate share purchase agreement. Combining that transaction with the shares acquired through the OPAV is expected to give Ecopetrol approximately 51% of Brava’s voting share capital.

CVM suspension cleared the way for the auction

The successful auction follows a regulatory dispute that temporarily interrupted the transaction.

Brazil’s Comissão de Valores Mobiliários (CVM) suspended the tender offer on June 16 after its technical division identified issues requiring adjustments to the offer documentation. The suspension initially threatened the planned June 25 auction.

Ecopetrol and the offer’s intermediary institution appealed the decision. On July 14, the CVM’s Collegiate Board granted the appeal, reversing the basis for the suspension and allowing the offer process to proceed following the required amendments.

Ecopetrol subsequently published a revised offer document on July 20 incorporating the regulator’s recommendations and reopened the OPAV. The revised timetable established August 5 as the auction date and August 17 as the financial settlement date.

The transaction also cleared another important condition before the auction. Brazil’s competition authority, CADE, granted the relevant merger-control approval, which became final in June. The amended offer documentation also reflected waivers obtained from Brava’s debenture holders concerning the change of control.

Ecopetrol targets a larger Brazilian oil and gas position

The Brava transaction represents a bigger expansion of Ecopetrol’s position in Brazil, where the Colombian company has operated for approximately two decades.

Brava Energia was created in 2024 through the merger of 3R Petroleum Óleo e Gás and Enauta Participações. The company operates oil and natural gas assets across multiple Brazilian basins, including both offshore and onshore operations, as well as midstream activities. At the end of 2025, Brava reported approximately 459 million barrels of oil equivalent in reserves.

Ecopetrol said the acquisition is intended to strengthen its international exploration and production portfolio and diversify its reserve and production base. The company already holds Brazilian upstream interests, including a stake in the Gato do Mato development in the Santos Basin.

Settlement will complete the control transaction

Although the auction has been successfully completed, the transaction is not yet fully settled.

Ecopetrol said the OPAV shares will be paid for and settled on August 17, 2026. On the same date, the company expects to consummate the April share purchase agreement covering the approximately 26% stake held by the existing shareholder group, subject to completion of the remaining procedures required under the transaction agreements and applicable regulations.

Ecopetrol plans to initially finance the transaction through a short-term bridge facility arranged through Ecopetrol Capital AG. The company said it expects to refinance that facility through a combination of long-term debt and equity contributions, with the objective of maintaining a capital structure consistent with its leverage targets and credit ratings.

Once both components are completed, Ecopetrol is expected to hold approximately 51% of Brava Energia’s voting share capital, giving Colombia’s state-controlled energy company control of a major independent Brazilian oil and gas producer.

The successful August 5 auction therefore marks the key operational step in Ecopetrol’s planned takeover. The remaining milestone is financial settlement on August 17, after which the company expects the combined transactions to establish its controlling position in Brava Energia.

Headline photo: Ecopetrol headquarters in Colombia (Photo shared by Ecopetrol via their website)

The early tender date for the notes was 5:00pm US Eastern time yesterday.  Banco de Bogotá has been advised by Global Bondholder Services Corporation (GBSC), the information and tender agent  that, as of the Early Tender Date, $119,707,000 USD in aggregate principal amount of the notes, or approximately 19.95% of the outstanding notes, had been tendered.

The bank says notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered their notes at or prior to the Early Tender Date, in the manner described in the Offer to Purchase will be eligible to receive the ‘total consideration,” which includes the early tender payment, plus accrued interest on the early settlement date, which is expected to be tomorrow, April 6, 2022, or as promptly as practicable thereafter.

Banco de Bogotá says that the Tender Offer will expire at 11:59 p.m., New York City time, on April 19, 2022, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the “Expiration Time”). Banco de Bogotá has decided to extend the Total Consideration through the Expiration Time. Accordingly, Holders of Notes who validly tender Notes after the Early Tender Date but prior to or at the Expiration Time will be eligible to receive the Total Consideration (as defined in the Offer to Purchase) plus Accrued Interest.

Banco de Bogotá’s obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase. Banco de Bogotá reserves the right, in Banco de Bogotá’s sole discretion, to amend or terminate the Tender Offer at any time.

The terms and conditions of the Tender Offer are described in the Offer to Purchase.

Banco de Bogotá will only accept for purchase Notes up to the Maximum Principal Amount. If the Tender Offer is oversubscribed, the amount of Notes purchased by us from a tendering Holder will be subject to proration as described in “Principal Terms of the Tender Offer—Maximum Principal Amount and Proration” in the Offer to Purchase. As any Notes validly tendered (and not validly withdrawn) in the Tender Offer will be accepted for purchase by Banco de Bogotá subject to the Maximum Principal Amount (as defined in the Offer to Purchase), purchases of validly tendered Notes will be prorated, as more fully described in the Offer to Purchase.

A copy of the Offer to Purchase is available by clicking here.

Guyana Goldfields’ board says that the Gran Colombia Proposal is not in the best interests of the Company or its shareholders since, among other things, the Gran Colombia Proposal is complex and highly conditional in nature as it is contingent on the concurrent completion of a separate acquisition by Gran Colombia of Gold X Mining Corp. (TSXV: GLDX, OTCQX: SSPXF), the terms of which have not been disclosed to Guyana Goldfields; it requires the approval of the shareholders of each of Gran Colombia, Gold X and the Company, each conditional on the other providing such approval, and it fails to provide Guyana Goldfields with adequate short term liquidity, given the $3.65 million CAD break fee that would be payable to Silvercorp upon the entering into of a transaction agreement with Gran Colombia and the increased ongoing costs to the company associated with a delayed closing date relative to the Silvercorp Transaction. The board acknowledges that, based on current trading prices, the Gran Colombia Proposal represents a premium to the agreed price under the Silvercorp Transaction; however, the board is of the view that such premium does not sufficiently compensate the company’s shareholders for the increased risk associated with the Gran Colombia Proposal.

Guyana Goldfields prefers completing the Silvercorp deal

Under the terms of the arrangement agreement dated April 26, 2020 entered into with Silvercorp, Silvercorp has agreed to acquire all of the issued and outstanding shares of the Company by way of a plan of arrangement under the Canada Business Corporations Act. Pursuant to the terms of the Arrangement Agreement, each holder of Guyana Goldfields shares will have the option to receive, for each share held, C$0.60 in cash or 0.1195 of a Silvercorp common share, subject to a maximum cash consideration of C$33.2 million.

First published on our sister publication, Finance Americas

Guyana Goldfields’ board says the Silvercorp Transaction will provide significant benefits to the Company’s shareholders including:

• Exposure to a significant premium to the Company’s April 24, 2020 closing price, enhanced trading liquidity, and a significant re-rating opportunity with a geographically diverse mid-tier precious metal company;
• Strong management team that is committed to developing the Aurora Underground Project and has a track record of operational excellence in underground mining over the last 15 years;
• Option to elect to receive cash in the Silvercorp Transaction which provides downside protection.
• Elimination of the funding risk associated with the Aurora Underground Project, providing access to Silvercorp’s strong balance sheet and financing options available to a larger company during these times of uncertain market conditions; and
• Provision of interim loan facility sufficient to fund expenditures of the Company and advance the Aurora Underground Project during the period before closing of the Silvercorp Transaction.

Shareholder Meeting details

The shareholder meeting is scheduled for June 29^th, 2020 with a Record Date for shareholders of May 20th, 2020.  Full details of the Silvercorp Transaction will be included in the management information circular of Guyana Goldfields that is expected to be mailed to Guyana Goldfields’ shareholders in early June 2020.

Shareholders who have questions regarding the Silvercorp Transaction should contact the company’s strategic shareholder advisor and proxy solicitation agent Kingsdale Advisors at 1-800-775-1986, or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

RBC Capital Markets is acting as financial advisor to Guyana Goldfields and Fasken Martineau DuMoulin LLP is acting as Guyana Goldfields’ legal advisor. Kingsdale Advisors is acting as strategic shareholder and communications advisor and proxy solicitation agent.

Above photo courtesy of Guyana Goldfields, Inc.

Update (19 January, 2016) Gran Tierra Energy has closed on its purchase of Petroamerica, says shareholders have been paid – See the SEC Filing: HERE

The tender offer was voted on today and overwhelmingly approved by the holders Petroamerica common shareholders at the special meeting of the Petroamerica Shareholders held earlier today at the Dentons Alberta, Canada law offices. Holders of over 32.05% of the outstanding Petroamerica Shares voted at the meeting, with approximately 98.05% in favor of the buyout.

Today, Petroamerica also obtained a final order from the Court of Queen’s Bench of Alberta to implement the Arrangement.

The Arrangement is more fully described in the management information circular and proxy statement of Petroamerica dated December 3, 2015, which may be viewed on Petroamerica’s profile at www.sedar.com.

Under the arrangement, Petroamerica shareholders will receive, at their election, either 0.40 of a share of common stock of Gran Tierra or $1.33 Canadian Dollars in cash for each Petroamerica share, subject to a maximum of $101,301,755 of the consideration payable in cash.

UPDATE: Toronto, Canada, Friday, May 8, 2015 –Pacific Rubiales Energy Corp. today confirmed that its first quarter 2015 results will be released before market open on Thursday, May 14, 2015 as planned. However, the Company will not be holding a quarterly results conference call and webcast for investors and analysts. The Company’s Corporate Presentation will be posted on the Company’s website after release of the First Quarter 2015 results. 

Together, ALFA and Harbour Energy have already completed technical, financial and legal due diligence. ALFA and Harbour Energy have agreed with the company to work toward completion of definitive documentation expeditiously. The contemplated transaction would be subject to a number of conditions and there remains a possbility that in the end, no transaction will be completed.

Mexican conglomerate ALFA currently holds 59,897,800 common shares of Pacific Rubiales, representing almost 19% of the outstanding common shares of Pacific Rubiales. Among the companies ALFA owns are the largest independent producer of aluminum engine components for the automotive industry in the world, and one of the world’s largest producers of polyester. In addition, it leads the Mexican market in petrochemicals such as polypropylene, expandable polystyrene and caprolactam. ALFA is the leading maker of cold cuts in North America and Europe, and of cheese in Mexico, as well as in information technologies and communication services for the business segment in Mexico. ALFA has participated in the hydrocarbon industry in the U.S. since 2006.

In 2014, ALFA’s consolidated revenue was over $17 billion, and EBITDA was approximately $2 billion. ALFA’s shares are quoted on the Mexican Stock Exchange and on Latibex, the market for Latin American shares of the Madrid Stock Exchange.

Harbour Energy is a joint venture formed byWashington, DC based private equity group EIG Global Energy Partners and the Noble Group, headquartered in Hong Kong, to own and operate a portfolio of high-quality upstream and midstream energy assets around the world. EIG makes private investments in energy and energy infrastructure around the world, and had $14.2 billion under management as of December 31, 2014. During its 33-year history, EIG has invested over $16.4 billion in the sector through more than 290 projects or companies in 34 countries on six continents. Ranked #76 in the 201 Fortune Global 500, Noble manages a portfolio of global supply chains covering a range of energy and other commodity products from over 140 locations and employing more than 70 nationalities.

Headline rendering: LNG Floating Storage Unit (CNW Group/Pacific Rubiales Energy Corp.) courtesy Pacific Rubiales