Click here to close now.

SYS-CON MEDIA Authors: Lori MacVittie, Esmeralda Swartz, AppDynamics Blog, Mike Kavis, Cloud Best Practices Network

News Feed Item

VETRA Increases All Cash Binding Offer for Suroco to $0.85 per Common Share

- Urges Suroco Shareholders to Vote AGAINST the Petroamerica Arrangement -

CALGARY, ALBERTA -- (Marketwired) -- 07/09/14 -- Vetra Acquisition Ltd. ("VETRA"), a wholly-owned subsidiary of VETRA Holding S.a.r.l., today announced that it has increased the price of its binding offer to purchase all of the common shares of Suroco Energy Inc. ("Suroco") to $0.85 in cash per common share. This is VETRA's final offer for Suroco and will not be increased.

VETRA is bringing additional value directly to shareholders in the form of its increased all cash offer since the Suroco board has been unwilling to engage in any meaningful discussions with VETRA. Suroco's board recently rejected a new proposal from VETRA that would have given any interested Suroco shareholders an opportunity to participate in the development and upside of Suroco's assets. That proposal was rejected by Suroco's board - less than 12 hours after it was submitted by VETRA - without explanation and without engaging in any discussions with VETRA.

As described in detail below, VETRA's offer, particularly at the increased price of $0.85 in cash per common share, provides Suroco shareholders with greater and immediate value, no investment risk and lower execution risk than the Petroamerica arrangement.

VETRA's Offer Provides Greater and Immediate Value

VETRA's $0.85 all-cash offer is clearly superior to the Petroamerica arrangement because it provides shareholders with full value in cash for their Suroco shares now without any exposure to investment risk.


--  VETRA's $0.85 all-cash offer continues to offer Suroco shareholders a
    premium of 6.48% to the implied price of the Petroamerica arrangement
    based on the closing price of Petroamerica on July 8, 2014 and a premium
    of 15.22% to the implied price of the Petroamerica arrangement based on
    the volume-weighted-average-trading price of Petroamerica since the
    announcement of the Petroamerica arrangement, in each case assuming the
    maximum cash election is made under the Petroamerica arrangement.

--  VETRA's offer provides Suroco shareholders certainty of value because
    the value is paid in cash, not in an illiquid volatile security of
    Petroamerica. As Petroamerica's share price declines, so will the value
    of the consideration shareholders will receive. There are many factors
    that could cause Petroamerica's share price to decline following
    consummation of the arrangement. VETRA is willing to give shareholders
    full value now in cash without exposing them to such risks.

--  VETRA clearly sees value in its shared assets but Suroco's limited
    financial resources have delayed and hindered VETRA's effort to fully
    develop these assets. VETRA's intention to acquire these assets is
    purely driven by the need to be able develop these assets in an
    effective manner without being constrained by a cash-strapped partner.

--  The VETRA offer, even before it was increased to $0.85, received support
    from Institutional Shareholder Services Inc. and Glass Lewis & Co.,
    leading independent proxy advisory firms, as representing a higher value
    for shareholders and providing certainty of value.  In addition,
    analysts at Mackie Research Capital Corporation, stating that "Cash is
    King", recommended that Suroco shareholders take action to accept
    VETRA's offer, which means voting AGAINST the Petroamerica arrangement.
    While Suroco has chosen not to change the record date for its meeting to
    permit current shareholders to vote, VETRA has already obtained signed
    lock-up agreements from Suroco shareholders  who acquired shares after
    the record date relating to the deposit of approximately 9.7 million
    Suroco shares to VETRA's increased offer.

VETRA's Offer Provides Greater Certainty of Completion

Suroco has criticized the VETRA offer on the basis that it carries greater uncertainty of completion than the Petroamerica arrangement and that it is not a binding offer. This is simply not the case.


--  VETRA's offer under Canadian securities laws is a binding offer to
    Suroco shareholders and while VETRA has repeatedly assured Suroco
    shareholders that it will not adversely vary in any manner or withdraw
    the offer, VETRA will confirm this commitment in its amended offer.

--  VETRA's offer will be amended to remove the "no material adverse change"
    condition so that the offer contains only 3 conditions to completion.
    The Petroamerica arrangement has over 30 conditions, including a "no
    material adverse change" condition and the need for shareholder and
    court approval.

--  In order for the Petroamerica arrangement to proceed, two successful
    votes of Suroco shareholders are required: (i) 662/3% of the shares
    represented at the meeting and (ii) a majority of the minority
    shareholders represented at the meeting must vote in favour of the
    arrangement. The TSXV rejected Suroco's application to allow Alentar, a
    related party to Suroco holding 19% of Suroco's shares, to vote with the
    minority.

--  There is much greater uncertainty that the Petroamerica arrangement will
    ever close, especially given the issues that will be considered at any
    final fairness hearing if the arrangement is approved by Suroco's
    shareholders, including those related to Suroco's numerous governance
    failures and disregard of the interests of Suroco shareholders, which
    include, for example:

    --  Suroco's most recent supplemental disclosure states that 35% of
        Suroco shareholders prefer the Petroamerica arrangement over VETRA's
        offer. This number is misleading because it includes the 19% of
        Suroco shares held by Alentar and the 1% of Suroco shares held by
        Suroco management that cannot vote with the minority in the required
        majority of the minority vote, leaving only 15% of Suroco
        shareholders in favour of the Petroamerica arrangement eligible to
        participate in the majority of the minority vote.

    --  Suroco has agreed to a break-fee for Petroamerica that is open ended
        and unquantifiable, which severely limits the ability of another
        party from topping the Petroamerica arrangement and violates the
        spirit of securities laws and which Suroco may not have the
        financial ability to pay.

    --  Suroco's disclosure refers to analyst targets for Petroamerica's
        share price to provide a speculative view of the arrangement
        consideration without including the assumptions and risk factors
        underlying those target prices.

The Choice is Clear

VETRA's all cash offer continues to provide Suroco shareholders with certain and full value for their shares. To have the opportunity to accept VETRA's offer, you must vote AGAINST the Petroamerica arrangement and, in the circumstances, every single vote COUNTS.

The Expiry Time of the Offer also has been extended to July 22, 2014. A Notice of Variation regarding the amendment to the offer price and the extension of the offer will be mailed to shareholders in due course and will be available at www.sedar.com.

TIME IS OF THE ESSENCE. VOTE YOUR BLUE PROXY AGAINST THE PETROAMERICA ARRANGEMENT BEFORE 10:00 A.M. (CALGARY TIME) ON FRIDAY, JULY 11, 2014

If you have already voted in support of the Petroamerica arrangement, you can revoke that proxy by voting the BLUE proxy AGAINST the Petroamerica arrangement.

If the Petroamerica arrangement is approved and the arrangement proceeds, Suroco shareholders will not have the opportunity to accept the enhanced, all cash Offer. The solicitation of proxies to vote AGAINST the Petroamerica arrangement is being made by VETRA and not by or on behalf of management or Suroco.

Send in your Suroco shares with a completed YELLOW Letter of Transmittal that was mailed to you to Kingsdale Shareholder Services, the information agent and depositary or call your broker now to deposit. If you have already submitted a management form of proxy in connection with the Petroamerica arrangement, you can revoke that proxy by voting the BLUE proxy by 10:00 a.m. (Calgary time) on July 11, 2014.

A registered holder of common shares of Suroco that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the BLUE proxy made available to shareholders by VETRA; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Suroco at any time up to and including the last business day preceding the day Suroco's shareholders meeting or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Suroco will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Proxy Voting Instructions

Regardless of how many Suroco shares you own, it is important you vote your BLUE proxy. Even if you have already voted your shares in favour of the Petroamerica arrangement using the Suroco form of proxy, you can still change your vote by voting the BLUE proxy, as only the latest dated proxy will be counted at the meeting.

We encourage shareholders to vote the control number found on your BLUE proxy AGAINST the Petroamerica arrangement, no later than 10:00 a.m. (Calgary time) on July 11, 2014.

For more information or assistance in voting your BLUE proxy, please contact Kingsdale Shareholder Services at 1-855-682-8087 (toll-free), 416-867-2272 (outside North America), or by email at [email protected].

Advisors

FirstEnergy Capital Corp. is acting as financial advisor to VETRA in connection with the proposed take-over offer, Goodmans LLP as VETRA's Canadian legal counsel and Debevoise & Plimpton LLP as VETRA's U.S. counsel.

About VETRA

The offeror is Vetra Acquisition Ltd., a wholly-owned subsidiary of VETRA Holding S.a.r.l., a holding company whose primary operating subsidiary is Vetra Exploracion y Produccion Colombia, S.A.S., a multinational company engaged in the business of exploration, extraction and production of hydrocarbons, primarily in Colombia and Peru. Neither VETRA nor any of its and its associates or affiliates own any shares of Suroco.

About Suroco

Suroco is focused on the identification and evaluation of opportunities for the acquisition of interests in oil and gas properties, corporations, assets or businesses, primarily in Colombia, and once identified and evaluated, negotiating acquisitions thereof or participation therein. Suroco is a public corporation that is listed on the TSXV under the symbol "SRN" and its public filings are available on www.sedar.com.

Suroco's registered office is at Suite 1600, 421 - 7th Avenue, S.W., Calgary, Alberta, T2P 4K9 and its principal business office is at Suite 810, 940 - 6th Avenue S.W., Calgary, Alberta, T2P 3T1.

Cautionary Statements

This press release contains 'forward looking statements" and "forward looking information" (collectively, "forward looking information") within the meaning of applicable Canadian securities legislation. All information contained in this press release, other than statements of current and historical fact, is forward looking information. Often, but not always, forward looking information can be identified by the use of words such as "plans", "expects", "budget", "guidance", "scheduled", "estimates", "forecasts", "strategy", "target", "intends", "objective", "goal", "understands", "anticipates" and "believes" (and variations of these or similar words) and statements that certain actions, events or results "may", "could", "would", "should", "might" "occur" or "be achieved" or "will be taken" (and variations of these or similar expressions). All of the forward looking information in this press release is qualified by this cautionary note.

VETRA has no intention to update this forward looking information, except as required by applicable securities law. This forward looking information should not be relied upon as representing VETRA's views as of any date subsequent to the date of this press release.

Except as otherwise expressly indicated herein, the information concerning Suroco and Petroamerica contained in this press release has been taken from and is based solely upon their respective public disclosure, including disclosure on file with the Canadian securities regulatory authorities. Neither VETRA nor any of its directors or officers has verified, nor do they assume any responsibility for, the accuracy or completeness of such information or statements or for any failure by Suroco or Petroamerica to disclose events or facts that may have occurred or that may affect the significance or accuracy of any such information or statements but that are unknown to VETRA.

Contacts

Suroco shareholders with questions about the Offer and how to vote AGAINST the Petroamerica arrangement and deposit shares to the Offer, should contact VETRA's information agent and depository, Kingsdale Shareholder Services, toll-free within North America: 1-855-682-8087 or Call Collect: 416-867-2272, by fax: 416-867-2271 or 1-866-545-558 or e-mail: [email protected].

Contacts:
Media Inquiries
Kingsdale Shareholder Services
416-867-2357

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting we...
SYS-CON Events announced today that the DevOps Institute has been named “Association Sponsor” of SYS-CON's DevOps Summit, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. The DevOps Institute provides enterprise level training and certification. Working with thought leaders from the DevOps community, the IT Service Management field and the IT training market, the DevOps Institute is setting the standard in quality for DevOps education and training.
Business as usual for IT is evolving into a “Make or Buy” decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud busi...
Businesses are looking to empower employees and departments to do more, go faster, and streamline their processes. For all workers – but mobile workers especially – utilizing the cloud to reconnect documents and improve processes without destructing existing workflows can have a dramatic impact on productivity. In his session at 16th Cloud Expo, Mark Grilli, vice president of Acrobat Solutions marketing at Adobe Systems Incorporated, will outline new ways that the cloud is changing the way peo...
SYS-CON Events announced today that WSM International (WSM), the world’s leading cloud and server migration services provider, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. WSM is a solutions integrator with a core focus on cloud and server migration, transformation and DevOps services.
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY., and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides private all-in-one social intranets allowing workers to securely collaborate from anywhere in the world and from any device. Social, mobile, and eas...
WSM International has launched a DevOps services division that offers assessment, consulting and implementation to large enterprises and organizations with complex infrastructures. The concept of DevOps is to blend information technology (IT) software development with operations to optimize the computing infrastructure according to the specific needs of the organization. According to a recent press release from Gartner, "By 2016, DevOps will evolve from a niche strategy employed by large cloud ...
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional S...
SYS-CON Events announced today that QTS Realty Trust, one of the nation’s largest and fastest-growing providers of data center facilities and cloud services and a leader in security and compliance, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. QTS Realty Trust, Inc. (NYSE: QTS) is a leading national provider of data center solutions and fully managed services, and a leader in security and compliance...
Sematext is a globally distributed organization that builds innovative Cloud and On Premises solutions for performance monitoring, alerting and anomaly detection (SPM), log management and analytics (Logsene), and search analytics (SSA). We also provide Search and Big Data consulting services and offer 24/7 production support for Solr and Elasticsearch.
The speed of software changes in growing and large scale rapid-paced DevOps environments presents a challenge for continuous testing. Many organizations struggle to get this right. Practices that work for small scale continuous testing may not be sufficient as the requirements grow. In his session at DevOps Summit, Marc Hornbeek, Sr. Solutions Architect of DevOps continuous test solutions at Spirent Communications, will explain the best practices of continuous testing at high scale, which is r...
Modern Systems announced completion of a successful project with its new Rapid Program Modernization (eavRPMa"c) software. The eavRPMa"c technology architecturally transforms legacy applications, enabling faster feature development and reducing time-to-market for critical software updates. Working with Modern Systems, the University of California at Santa Barbara (UCSB) leveraged eavRPMa"c to transform its Student Information System from Software AG's Natural syntax to a modern application lev...
DevOps is all the rage these days and with good reason as it promises to reduce the time-to-market for new applications. It also promises to improve change management, allowing teams to deploy changes to their applications quickly and efficiently. However, DevOps isn’t something you buy, install, or implement; rather it is the symptom of an appropriate organizational system. In his session at DevOps Summit, Mark Thiele, EVP, Data Center Technologies at SUPERNAP International, will discuss how ...