The judicial expert overseeing the CITGO auction, Robert B. Pincus, informed the Delaware Court supervising the sale of the Venezuelan refinery about his determination regarding a Superior Proposal for the acquisition of PDV Holding shares, specifically from Amber Energy Inc.
Pincus detailed in his communication that Amber Energy submitted a revised offer on August 22, 2025, which he considers a Superior Proposal compared to the existing agreement with Dalinar Energy Corporation. In this regard, the latter must present its revisions to its own proposal if it wishes to do so by August 28, 2025.
This new offer highlights the intense competition of the CITGO auction, placing Dalinar in a critical position: to revise its offer to match or exceed that of Amber or allow the process to continue with Amber Energy as the leading bidder.
On the other hand, Reserve Ltd. requested the Delaware Court to disclose the transcripts of the ex parte conferences held by the judicial expert of the CITGO auction, where he discussed unsolicited competitive proposals received between June 30 and August 8 of this year 2025.
New Superior Offer from Amber Energy
On August 25, 2025, the judicial expert of the CITGO auction, Robert B. Pincus, notified the United States District Court for the District of Delaware that the revised offer from Amber Energy Inc. constitutes a “Superior Proposal” compared to the existing agreement with Dalinar Energy Corporation for the acquisition of 100% of PDV Holding shares.
Pincus established a three-business-day period for Dalinar to review its proposal, if it chooses to, before the scheduled sale hearing on September 15, 2025.
On August 8, 2025, Robert B. Pincus received an Unsolicited Competing Proposal from affiliates of Amber Energy Inc. to acquire 100% of PDVH shares, which was revised on August 22, 2025, according to court guidelines.
Key Components of Amber’s Offer
Pincus specifies that the proposal includes a mixed cash and non-cash purchase price.
The offer proposes an additional amount of consideration to be used:
- To satisfy a portion of the Adjunct Judgment of Gold Reserve Ltd., or
- If Gold Reserve rejects said proposed consideration, to satisfy other Additional Judgment Creditors as determined by the judicial expert in consultation with Amber Energy or as directed by the Court.
The nature and amount of this additional offer were provided to Dalinar and parties involved in the sale process, which will be made public before September 15, 2025. Pincus opted to withhold this information temporarily “to promote a fair and competitive sale process and to avoid rewarding any potential bidder who chose not to submit a bid before the August 22, 2025 deadline.”
The offer includes “a transaction support agreement executed by Amber Energy and the holders of PDVSA 2020 Bonds representing over 67% of the PDVSA 2020 Bonds.”
Request for Declassification of Ex Parte Transcripts
On August 25, 2025, in the context of the case Crystallex International Corporation vs. the Bolivarian Republic of Venezuela ongoing in the Federal Court of Delaware, Gold Reserve Ltd. requested the declassification and filing in the record of the ex parte transcripts from the judicial expert of the CITGO auction, Robert B. Pincus, specifically those held on August 11 and 13, 2025.
Additonally, it requested the transcripts of any other ex parte conference in which Pincus informed the court about the “Unsolicited Competitive Proposals” received on June 30, 2025 and August 8, 2025.
The motion emphasizes that the judicial expert received court approval to interact with parties who submitted these proposals, as stipulated in Section 6.16(c) of the Stock Purchase Agreement (SPA) between him and Dalinar Energy.
The request is accompanied by two communications indicating that Robert Pincus received a Competitive Proposal on June 30, 2025 (Annex A); and another on August 8, 2025 (Annex B).
Gold Reserve argues that the motion should be decided promptly due to the upcoming rescheduled sale hearing dates.