Consequences to the Stockholders of the Company. The proposed Transaction should not result in any U. More specifically, the proposed Transaction does not involve a sale, exchange or other disposition of the company stock. Consequently, the proposed Transaction should not constitute a taxable event to the stockholders of the company for U.
Consequences to the Company. We do not believe that the proposed Transaction should result in any U. Despite such. Moreover, we believe that CVP should be treated for U. Material Dutch Income Tax Consequences. The proposed Transaction should not result in any material Dutch income tax liability to the company. Material Venezuelan Income Tax Consequences.
The scope of the exemption granted in Point 5 of the aforementioned Terms and Conditions is not explicit, but the broad language of the provision suggests that the intent of the Venezuelan National Assembly is to exempt the proposed Transaction from any tax including income tax, value added tax and stamp tax.
The validity of the exemption granted in Point 5 of the Venezuelan National Assembly Accord can be questioned on various grounds relating to authority. Nevertheless, given the strategic importance and political background of the proposed Transaction, in practice it seems unlikely that in the future any Venezuelan government will question the validity of the exemption provided in Point 5 of the Terms and Conditions issued by the Venezuelan National Assembly.
Income or loss realized by the Mixed Company from operations following the proposed Transaction should not result in any U. Income or loss realized by the Mixed Company from operations following the proposed Transaction should not result in any Dutch income tax liability to the company. Interests of Specific Persons in the Proposed Transaction. In considering the recommendation of our Board of Directors, you should be aware that certain members of our management team and Board of Directors have interests in the proposed Transaction that are different from, or in addition to, your interests as a stockholder.
These interests include stock option awards to certain executives officers. The following is a summary of each of the material documents relevant to this transaction, which are attached to this proxy statement as appendices and are incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information that is important to you. To understand the proposed Transaction more fully, and for a more complete legal description of the proposed Transaction, you are urged to read the entire proxy statement carefully, including all appendices.
The description of each of the documents relevant to this transaction and included in this proxy statement have been included to provide you with information regarding each document and its terms.
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Except for the status of each document as a contractual document between the parties with respect to the proposed Transaction, it is not intended to provide factual information about Harvest Vinccler or CVP. The documents may contain representations and warranties made by and to Harvest Vinccler and CVP as of specific dates. You should not rely upon the representations and warranties set forth in the documents as statements of factual information. Subject to necessary approvals and conditions, including all corporate approvals required by law or the charter and bylaws of the controlling entity of Harvest Vinccler and the approval of the MEP and National Assembly, the parties to the Original MOU agree to the following:.
Subject to necessary approvals and conditions, including all corporate approvals required by law or the charter and bylaws of the controlling entity of Harvest Vinccler and the approval of the MEP and the National Assembly, the parties to the amended MOU agree to the following:.
The Conversion Contract attached to this proxy statement, however, is not the form of agreement that will be executed by the parties. CVP and Harvest Vinccler are in the process of completing a finalized agreement. The parties agree that the assets and rights being transferred to the Mixed Company are being transferred in the condition in which they exist without the parties agreeing to any express or implied guarantee with respect to the condition of such assets and rights at the time of transfer.
The parties will agree in good faith on the value of the non-monetary assets contributed. Except for the contribution made in cash by the parties to pay for the par value of the shares, the value of all other contributions will be reflected in the financial statements of the Mixed Company as paid-in surplus.
The parties understand that the initial capitalization and the transactions taking place on the Closing Date contemplated by the Conversion Contract will not generate any tax liabilities in Venezuela. The transfer of assets will include the assignment to the Mixed Company of contracts, permits, rights, easements, water rights, rights-of-way and surface rights which pertain to the operations carried out pursuant to the OSA.
In addition, Harvest Vinccler will contribute the U. The proposed transfer of the assets owned by Harvest Vinccler is subject to the terms and provisions of the Conversion Contract. The rights include the exploration, production, gathering, transportation and storage of hydrocarbons. In addition, CVP will contribute the U. The proposed transfer of the assets owned by CVP is subject to the terms and provisions of the Conversion Contract. Closing of the Proposed Transaction. The closing of the proposed Transaction is expected to take place shortly after stockholder approval of the proposed Transaction is obtained and all other conditions of the proposed Transaction are met.
While we intend to consummate the proposed Transaction as promptly as practicable after receipt of stockholder approval and the satisfaction or waiver of the other conditions to the proposed Transaction, we cannot specify when, or assure you that, all conditions to the proposed Transaction will be satisfied or waived because they are within the control of the Venezuelan government. Conditions to Signing the Conversion Contract. Before signing the Conversion Contract, the following conditions must be satisfied:. Condition to the Closing of the Proposed Transaction.
Before the closing of the proposed Transaction, the following conditions must be satisfied:. Incorporation of the Mixed Company. The purpose of the Mixed Company will be mainly to engage in the exploration, production, gathering, transportation and storage of hydrocarbons from six fields in Venezuela. Harvest Vinccler and CVP will each make capital contributions necessary to incorporate the Mixed Company in cash in proportion to their stock ownership in the Mixed Company.
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The Conversion Contract will be terminated immediately without the action of CVP or Harvest Vinccler under several circumstances, including:. Representations and Warranties. Harvest Vinccler makes various representations and warranties in the Conversion Contract. Its representations and warranties relate to, among other things:.
You should be aware that these representations and warranties made by Harvest Vinccler do not purport to be accurate as of the date of this proxy statement or provide factual information about the parties to the Conversion Contract. CVP makes various representations and warranties in the Conversion Contract.
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You should be aware that these representations and warranties made by CVP do not purport to be accurate as of the date of this proxy statement or provide factual information about the parties to the Conversion Contract. The Mixed Company will undertake its operations in accordance with a business plan to be attached as an Annex to the Conversion Contract. The Mixed Company will adopt policies and procedures governing its operations, including, among others, policies and procedures for safety, health and environment, contracting, maintenance of insurance, accounting, banking and treasury, and human resources, following the guidelines established by CVP.
To the extent possible, such policies and procedures will be consistent with the policies and procedures of PDVSA and the ultimate parent company of Harvest Vinccler, it being understood that nothing in such policies and procedures may alter the respective rights and obligations of the parties under the Conversion Contract or the Charter and By-laws of the Mixed Company.
Harvest Vinccler waives any claims, and claims of its affiliates, as a consequence of the cancellation of the OSA and acknowledges that it has no right to receive compensation derived from the OSA. Harvest Vinccler must indemnify the country of Venezuela, the Mixed Company, PDVSA, CVP and their respective affiliates against liabilities arising out of any action, claim, judgment, lawsuit, loss, cost, expense, damage or other liability arising from or related to the OSA.
This obligation to indemnify does not extend to liabilities attributable to acts or omissions of PPSA or derived from circumstances or activities of any person before the date of execution of the OSA. Environmental Claims. The Mixed Company will not assume any responsibility for environmental claims or liabilities arising from operations or events before the date of the Transfer Decree. The parties agree to have an environmental audit of the SMU fields prepared to determine the environmental conditions existing on the Closing Date.
The environmental audit prepared at the beginning of operations under the OSA establishes the environmental conditions existing at that time. The environmental audit of the SMU fields has been prepared. The company understands that the audit is in final form and is in the process of reviewing the audit. Sale of Oil and Gas. Operation, Personnel and Technology.
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The Mixed Company will be the operating company of the SMU and, when contributed, the three additional fields. The Mixed Company may enter into service agreements as it deems necessary for the implementation of its operations.
Harvest Vinccler agrees to use its best efforts to transfer to the Mixed Company the technicians and other experts that the Board of Directors of the Mixed Company may reasonably request for the performance of the operations of the Mixed Company. Harvest Vinccler agrees to train the personnel designated by the Board of Directors of the Mixed Company to replace any of the employees transferred by Harvest Vinccler.
Thereafter, such expenses will be borne by the Mixed Company. Harvest Vinccler will also train other employees of the Mixed Company upon request by the Board of Directors, in which case the cost of such training will be the sole cost of the Mixed Company.
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The appointment of all management personnel for the Mixed Company will be subject to the prior approval of CVP. A percentage of such management personnel equivalent to the ownership percentage of Harvest Vinccler in the Mixed Company will be nominated by Harvest Vinccler. To the extent it is legally possible, Harvest Vinccler will allow the Mixed Company the rights to utilize the most modern and efficient technologies available to Harvest Vinccler and its affiliates for the development of its operations.
Harvest Vinccler nor any of its affiliates agree not to charge the Mixed Company any fees, royalties or charges for licenses or other rights of use for the technologies owned by Harvest Vinccler or its affiliates, except for expenses necessary to put such technologies at the disposition of the Mixed Company. The Mixed Company will maintain the confidentiality of the transferred technologies. Additional contributions or loans made by CVP or Harvest Vinccler will be made in proportion to their respective ownership interests in the Mixed Company.
If either CVP or Harvest Vinccler fails to comply with its obligation to make any contribution or loan on the date it is due:. Sole Risk Projects. In the case that Harvest Vinccler does not notify CVP of its disagreement within such period, it will be deemed to have agreed and the new project will be carried out by the Mixed Company.
In the case that Harvest Vinccler notifies CVP of its disagreement within such period, CVP will have to decide whether it wishes to proceed with the new project. The Parties will negotiate in good faith on the means of separating the sole risk project from the ongoing operations of the Mixed Company, including the waiver by the Mixed Company of any rights relating to the Sole Risk Project, such that CVP or an affiliate thereof can proceed with the sole risk project exclusively assuming the risks and costs derived therefrom. The sole risk project will not interfere or affect in a negative and substantial manner the existing or planned petroleum operations of the Mixed Company.
CVP or its affiliate will indemnify the Mixed Company for any loss, cost, expense, damage or other responsibility suffered or incurred by the Mixed Company resulting from the sole risk project. Compliance with Applicable Law. The Mixed Company will comply with the terms and conditions of the Acuerdo of the National Assembly, the Decree of Formation, the Transfer Decree and the Organic Hydrocarbons Law and its Regulation, as well as all other legal provisions applicable in Venezuela.
Assignment and Transfer of Shares of the Mixed Company. Except under very limited circumstances, shares held in the Mixed Company may not be directly or indirectly transferred without the consent of the MEP and, under certain circumstances, subject to a right of first refusal by CVP. Consents and Notices. Each of Harvest Vinccler and CVP have agreed that as of the date of the Conversion Contract, any governmental and other authorization required for the execution and performance of the Conversion Contract will have been received. Applicable Law and Jurisdiction. The Conversion Contract will be governed by the laws of Venezuela.
Any dispute arising from the Conversion Contract will be submitted to the courts of Venezuela. In the case of an important dispute, the dispute will be referred to the chief executives of CVP and Harvest Vinccler for resolution. The Conversion Contract is entered into in the Spanish language and that is the language by which it should be interpreted.
Purpose of the Mixed Company. Domicile and Duration. The domicile of the Mixed Company will be in Caracas and the duration of the Mixed Company will be for the period established in the Acuerdo of the National Assembly and in the Transfer Decree. Capital and Subscription to Capital Stock. This requirement may not be altered because of an issuance or cancellation of shares by the Mixed Company or any other circumstance.
The shares of stock of the Mixed Company will be registered in the names of the shareholders and will not be convertible into bearer shares. The transfer of shares may be effected by means of a written statement in the Book of Shareholders signed by the assignor, the assignee and the President of the Board of Directors. All shares of stock in the Mixed Company grant their owners the same rights.
Single Ownership. The Mixed Company will only recognize one owner for each share. If a share is owned by more than one person, the Mixed Company is not obligated to register or recognize more than one such person as owner, who will be designated by the owners of such share for purposes of exercising shareholder rights derived from such share before the Mixed Company.
At the request of the shareholders, the Board of Directors will determine the number of shares represented by each certificate. If one or more certificates is lost or damaged, the affected shareholder will request the President to issue new certificates, upon the cancellation of the lost or damaged certificates, and the shareholder will pay any related costs.
The selling shareholder will include in the Offer Notice the name and contact information of the party ready to purchase the shares offered for sale. Upon the consummation of the transfer of the offered shares, the selling shareholder will notify the President of the Board of Directors and certify the price, terms and conditions upon which such transfer was made.
Authorization of Transfer of Shares.