Vetra Acquisition Ltd.

Vetra Acquisition Ltd.

June 26, 2014 15:34 ET

Petroamerica Confirms That VETRA's Offer is Superior and Admits it Will Not Match VETRA's Offer

- VETRA Urges Suroco Shareholders to Vote AGAINST the Petroamerica Arrangement on the BLUE form of Proxy prior to 8:00 a.m. (Calgary Time) on June 30th, 2014 -

CALGARY, ALBERTA--(Marketwired - June 26, 2014) - Vetra Acquisition Ltd. ("VETRA"), a wholly-owned subsidiary of VETRA Holding S.a.r.l., in a letter to Suroco Energy Inc.'s ("Suroco") shareholders today urged Suroco shareholders to vote AGAINST Petroamerica Oil Corp.'s ("PetroAmerica") inferior offer. The full text of the letter is as follows:

Dear Suroco shareholder:

On June 24, 2014, VETRA announced that it had increased the price of its offer to purchase all of the common shares of Suroco to $0.83 in cash per common share. Today, Petroamerica has confirmed in its press release that VETRA's offer is SUPERIOR to the combined cash and share Arrangement offered by Petroamerica and that it will not match VETRA's SUPERIOR offer. As you are aware, Suroco announced yesterday that it had adjourned its shareholder meeting to consider the Petroamerica Arrangement in order to properly and carefully assess the revised offer by VETRA to 10:00 a.m. (Calgary time) on Monday, June 30, 2014. If the Suroco shareholder meeting proceeds on Monday, June 30, 2014, VETRA urges you to vote against the Petroamerica Arrangement and accept the SUPERIOR offer by VETRA.

The $0.83 per common share offer by VETRA represents a premium of 9.6% to the implied price of Petroamerica's offer of $0.7573 based on the closing price of Petroamerica on June 25, 2014 and assuming a full cash election, and a premium of 27.1% to the trading price of Suroco shares based on the volume-weighted-average-trading price since the announcement of the Petroamerica offer on April 28, 2014.

The Choice is Clear

Petroamerica's latest press release attempts to mislead Suroco shareholders about the clarity of VETRA's SUPERIOR offer. VETRA's offer is simple and effective by providing the following benefits to Suroco shareholders:

  • $0.83 per common share versus $0.7573 per common share. The Petroamerica Arrangement provides an implied price of $0.7573 per common share based on the closing price of Petroamerica on June 25, 2014 which is significantly lower than VETRA's offer.
  • Cash versus illiquid Petroamerica Shares. VETRA's offer is all cash. Suroco shareholders will receive, at a minimum, a portion of their consideration in Petroamerica shares which is an illiquid small-cap company with a volatile price history. The Petroamerica Arrangement provides Suroco shareholders with a confusing election of cash, cash/share and share options with a maximum cash consideration of only $27 million. Suroco shareholders won't know what consideration they will receive until long after the transaction would be completed.
  • 4 Conditions versus Over 30 Conditions. The VETRA offer has only 4 conditions to its completion. The Petroamerica Arrangement has over 30 conditions including the need for shareholder and court approval. VETRA's offer has much greater certainty of completion than the Petroamerica Arrangement. VETRA's offer does not require shareholder or court approval.

Contrary to Petroamerica statements in their press release, VETRA is committed, as it has always been, to completing the acquisition of Suroco at the current offered price of $0.83 per share. Petroamerica's statements are simply wrong. VETRA is obligated to proceed with its all-cash offer at $0.83 per share, will pay for any Suroco shares tendered if the conditions are satisfied and cannot/will not simply withdraw its offer at any time. VETRA has no intention to withdrawing its offer prior to the Expiry Time.

VETRA's intention has always, and continues to be, to purchase the entire company. VETRA has committed to extend the offer for an additional period of at least 10 days beginning immediately after VETRA accepts and pays for all of the Suroco shares deposited to the offer so that all Suroco shareholders have an opportunity to participate in our enhanced offer. VETRA will undertake a compulsory acquisition or subsequent acquisition transaction, as described in the VETRA offer, to acquire all of the remaining outstanding shares of Suroco at the same price as the offer.

When the VETRA offer is successful, VETRA will also take steps to allow Suroco to meet its obligations under its outstanding financing facility, regardless of whether the lender elects to waive any change of control repayment obligations. VETRA does not view any potential event of default as a result of a change of control under the financing facility to be a "Material Adverse Change" to the business of Suroco.

Fundamental Problems with Petroamerica Arrangement

The Petroamerica Arrangement has a number of fundamental problems that makes it significantly less attractive than the SUPERIOR offer by VETRA and unlikely that the Petroamerica Arrangement will proceed in its current format:

  • Petroamerica's Arrangement provides significantly less consideration to Suroco shareholders than the $0.83 per share all cash offer of VETRA. Further, Petroamerica has publicly represented that their offer is final and that it will not match the VETRA offer.
  • The Petroamerica Arrangement has over 30 conditions to closing including obtaining shareholder and court approval. There is almost no certainty that Petroamerica will proceed to complete the transaction with Suroco. VETRA's offer provides significantly more certainty than the Petroamerica Arrangement.
  • The Petroamerica Arrangement results in ongoing risks to Suroco shareholders, including owning shares in a company with: i) limited control over investment activities; ii) lack of value creation from exploration and business development activities; iii) significant financial commitments; iv) minimal synergies; v) production declines of a principal asset; vi) forecasted declines in cash flow; vii) lack of a sustainable reserve base; and viii) insufficient board representation for Suroco shareholders.
  • Petroamerica and Suroco, on a pro forma basis, do not have the required funding to adequately develop their existing asset base or execute a significant exploration program. The additional cash depletion under the Petroamerica Arrangement further erodes the financial capability of Petroamerica post-closing any transaction. Petroamerica will likely have to raise significant funds to meet its expected capital expenditures, which may result in significant dilution to any future shareholders.
  • The Petroamerica Arrangement raises a number of serious concerns about compliance with applicable securities laws. VETRA has applied to the Alberta Securities Commission to permanently cease trade the Petroamerica Arrangement on the basis that (i) Suroco shareholders have had insufficient time to properly evaluate the fundamentally revised Petroamerica Arrangement, (ii) the Suroco supplemental circular is materially deficient in its disclosure about the revised Petroamerica transaction, and (iii) the revised unlimited break-fee in favour of Petroamerica is an inappropriate defensive tactic implemented to deny any other third parties from making a bid for Suroco, and. Staff of the Alberta Securities Commission advised the panel of commissioners yesterday that they also had concerns about the disclosure of Suroco.
  • VETRA has also provided notice to Suroco that it intends to make submissions at any fairness hearing to consider the Petroamerica Arrangement that the Petroamerica Arrangement and process undertaken by the Suroco board has been fundamentally unfair to Suroco shareholders and therefore, the court should not approve the proposed Petroamerica Arrangement.

VETRA's increased 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 new Petroamerica Arrangement.


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 8:00 a.m. (Calgary time) on June 30, 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 8:00 a.m. (Calgary time) on June 30, 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


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.


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 Exploración y Producción 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

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.


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:

Contact Information

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