Attached files
| file | filename |
|---|---|
| EX-2.1 - GRAN TIERRA ENERGY INC. | v208620_ex2-1.htm |
| EX-10.1 - GRAN TIERRA ENERGY INC. | v208620_ex10-1.htm |
| EX-10.2 - GRAN TIERRA ENERGY INC. | v208620_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest
event reported): January 17, 2011
GRAN TIERRA ENERGY
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
|
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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Commission file
number: 000-52594
300, 625
- 11th Avenue S.W.
Calgary,
Alberta, Canada T2R 0E1
(Address
of principal executive offices and zip code)
Registrant's telephone number,
including area code: (403) 265-3221
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement.
On
January 17, 2011, Gran Tierra Energy, Inc., a Nevada corporation (“Gran
Tierra”), entered into a definitive arrangement agreement (the “Arrangement
Agreement”) with Petrolifera Petroleum Limited, a Canadian corporation
(“Petrolifera”), providing for the acquisition of all of the outstanding shares
of Petrolifera common stock pursuant to a statutory plan of arrangement under
Canadian law (the “Arrangement”).
Under the
terms of the Arrangement Agreement, which has been unanimously supported by the
boards of directors of both companies, (a) in exchange for each share of
Petrolifera common stock held, Petrolifera shareholders will receive 0.1241 of a
share of Gran Tierra common stock, and (b) in exchange for each warrant to
purchase Petrolifera common stock held, Petrolifera warrant holders will receive
a warrant to purchase 0.1241 of a share of Gran Tierra common stock, with an
exercise price of $9.67 per share and an expiry date of August 28,
2011. Fractional shares remaining after aggregation will not be
issued.
As an
inducement for each party to enter into the Arrangement Agreement,
contemporaneously with the execution of the Arrangement Agreement, all of the
directors and officers of Petrolifera, and Petrolifera’s largest stockholder
(collectively, the “Stockholders”), entered into Voting Support Agreements with
Gran Tierra in substantially the forms attached hereto as Exhibits 10.1 and
10.2, respectively (the “Support Agreements”). Pursuant to the Support
Agreements, each of the parties thereto agreed, among other things, to vote all
of the shares of Petrolifera common stock held by the Stockholder: (a) in
favor of the adoption of the Arrangement Agreement; and (b) generally
against any action or agreement that is intended, or would reasonably be
expected, to delay, prevent or adversely affect the Arrangement. The Support
Agreements become terminable upon any termination of the Arrangement Agreement
in accordance with its terms, by the Stockholder if the Arrangement does not
become effective by April 30, 2011, and certain other circumstances set forth
therein.
The
Arrangement, which is expected to close in March or April of 2011, is subject to
certain regulatory approvals, approval by shareholders of Petrolifera and other
customary conditions. The Arrangement Agreement also contains mutual
representations and warranties of the parties covering customary matters. Each
of the parties also makes various covenants in the Arrangement Agreement,
including those requiring the parties to use reasonable efforts to consummate
the transaction.
The
Arrangement Agreement may be terminated by either Gran Tierra or Petrolifera
under certain circumstances set forth in the Arrangement Agreement, including,
among other circumstances, the failure of the Plan of Arrangement to be
consummated on or before April 30, 2011, the failure of Petrolifera stockholders
to approve the Plan of Arrangement, and the failure to obtain the necessary
regulatory approvals. If the Arrangement Agreement is terminated (a) in certain
circumstances following the receipt by Petrolifera of a superior proposal, (b)
as a result of Petrolifera board of directors changing its recommendation in
favor of the Plan of Arrangement, the Arrangement Agreement or the transactions
contemplated by the Arrangement Agreement, or (c) as a result of Petrolifera
breaching any covenant, or a representation that would reasonably be expected to
cause a material adverse effect on Petrolifera or impede the completion of the
Arrangement, Petrolifera will be obligated to pay a termination fee to Gran
Tierra in the amount of C$7.9 million. If the Arrangement Agreement is
terminated as a result of Gran Tierra breaching any covenant, or a
representation that would reasonably be expected to cause a material adverse
effect on Gran Tierra or impede the completion of the Arrangement, Gran Tierra
will be obligated to pay a termination fee to Petrolifera in the amount of C$3.0
million.
The
foregoing description of the Arrangement Agreement does not purport to be
complete and is qualified in its entirety by reference to the Arrangement
Agreement, which is filed as Exhibit 2.1 hereto and incorporated into this
report by reference.
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Item 9.01.
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Financial Statements and
Exhibits.
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Exhibit
Number
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Description
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2.1
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Arrangement
Agreement, dated January 17, 2011, by and between Gran Tierra Energy
Inc. and Petrolifera Petroleum Limited.*
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|
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10.1
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Form
of Voting Support Agreement (Petrolifera Directors and
Officers)
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10.2
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Form
of Voting Support Agreement (Petrolifera Largest
Stockholder)
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*
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Schedules
have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Gran Tierra undertakes to furnish supplemental copies of any of the
omitted schedules upon request by the Securities and Exchange
Commission.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: January 21, 2011 | GRAN TIERRA ENERGY INC. | ||
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By:
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/s/ Martin Eden
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Martin Eden
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|||
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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|
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2.1
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Arrangement
Agreement, dated January 17, 2011, by and between Gran Tierra Energy
Inc. and Petrolifera Petroleum Limited.*
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|
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10.1
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Form
of Voting Support Agreement (Petrolifera Directors and
Officers)
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10.2
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Form
of Voting Support Agreement (Petrolifera Largest
Stockholder)
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*
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Schedules
have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Gran Tierra undertakes to furnish supplemental copies of any of the
omitted schedules upon request by the Securities and Exchange
Commission.
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