Pluspetrol Resources Corporation entered into an agreement and plan of merger to acquire Apco Oil & Gas International Inc. from WPX Energy (NYSE:WPX) and others for approximately $430 million on October 2, 2014. Under the terms, Apco Oil's shareholders will receive $14.5 in cash, without interest, for each share of Class A and ordinary shares. The transaction will be terminated if it is not consummated on or before July 2, 2015. Apco Oil will pay a termination fee equal to $15.5 million to Pluspetrol, if Apco terminates the agreement.

The transaction is subject to approval by two-third of Apco shareholders, the consummation of certain transactions pursuant to the irrevocable offer, dated October 2, 2014, from Pluspetrol Resources to WPX Energy, Inc. pursuant to which WPX has agreed to sell its interests in Apco Argentina, S.A. and Northwest Argentina Corporation to Pluspetrol Resources and other customary closing conditions. The Board of Directors of Apco Oil unanimously approved the transaction and unanimously recommended shareholders to approve the transaction. The Board of Directors of Pluspetrol Resources approved the transaction. WPX has executed a power of attorney to grant Appleby Trust (Cayman) Ltd. to vote in favor of the adoption of the merger agreement unless the merger agreement is terminated prior to shareholder approval. On January 26, 2015, Apco Oil and Gas' shareholders approved the agreement.

Jefferies LLC acted as financial advisor while Glenn D. West, James R. Griffin, Jared Rusman, Annemargaret Connolly and Paul Wessel of Weil, Gotshal and Manges LLP acted as legal advisors to Apco. Jeffrey S. Lewis and Neil Q. Whoriskey of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Pluspetrol Resources. Computershare Trust Company, N.A., Bank of New York Mellon, HSBC and Deutsche Bank acted as paying agents. Bofa Merrill Lynch acted as the financial advisor to WPX Energy. Justin Macke of Jones Day acted as the legal advisor to advised Jefferies LLC, the financial advisor to Apco Oil & Gas. Maples and Calder acted as legal advisor to Apco. Appleby acted as legal advisor to Pluspetrol Resources. Morrow & Co., LLC acted as information agent to Apco Oil & Gas International for a fee of approximately $5,500. Jefferies will receive a fee of approximately $500,000 for its services.

Pluspetrol Resources Corporation completed the acquisition of Apco Oil & Gas International Inc. from WPX Energy (NYSE:WPX) and others on January 29, 2015. In connection with the transaction, Apco will be delisted from the NASDAQ Global Select Market and terminate its registration and reporting obligations with the Securities and Exchange Commission.