Pluspetrol in Acquisition of Apco Oil and Gas International

Cleary Gottlieb is representing Pluspetrol in its acquisition of Apco Oil and Gas International, a Delaware corporation. Under the terms of the merger agreement, which has been unanimously approved by Apco’s board of directors, Apco shareholders will receive $14.50 in cash per share. The merger is subject to approval by two-thirds of Apco’s shareholders and other customary closing conditions. In connection with the merger, the majority shareholder in Apco, WPX Energy, holding approximately 69% of Apco’s outstanding shares, executed a limited power of attorney to vote in favor of the transaction. In connection with the transaction, Pluspetrol has also entered into an agreement to purchase WPX’s 100% interest in Northwest Argentina Corporation and its 5% interest in Apco Argentina. Pluspetrol is engaged in the exploration and production of oil and gas with operations in Bolivia, Venezuela, Colombia and Peru. Apco, based in Tulsa, Oklahoma, is an international oil-and-gas exploration-and-production company with operations in Argentina and Colombia. WPX, based in Tulsa, Oklahoma, is an independent exploration and production company.