Vitesse Energy (NYSE:VTS) Enters into Arrangement Agreement with Lucero Energy Corp

Vitesse Energy, Inc., a Delaware Corporation, announced on December 15, 2024, that it has entered into an Arrangement Agreement with Lucero Energy Corp., a corporation from Alberta, Canada. This Agreement dictates that Vitesse will acquire Lucero in an all-stock transaction known as the “Arrangement.” The completion of this transaction is subject to various customary conditions, including approval by both Lucero and Vitesse shareholders.

As per the terms outlined in the Arrangement Agreement, at the Effective Time of the Arrangement, each common share of Lucero (Lucero Share) will be exchanged for 0.01239 shares of Vitesse common stock. Additionally, Vitesse is set to expand its Board of Directors by two members upon completing the transaction. The new directors include M. Bruce Chernoff and Gary Reaves, subject to approval by the Nominating, Governance, and Environmental and Social Responsibility Committee of Vitesse.

The Arrangement is contingent on several conditions, such as the Lucero Shareholder Approval, Vitesse Stockholder Approval, approval by the Court of King’s Bench of Alberta, and the listing of Vitesse Common Stock on the New York Stock Exchange.

Both Vitesse and Lucero have undertaken customary representations, warranties, and covenants within the Arrangement Agreement. Each party has agreed to conduct its business in the ordinary course until the completion of the transaction, refrain from soliciting alternative business deals, and facilitate the necessary steps for shareholder approval.

In the event of termination under certain specified circumstances, a termination fee of $15,000,000 and $10,000,000 would be payable by Vitesse and Lucero, respectively. Furthermore, Voting and Support and Lock-Up Agreements have been established between Vitesse and Lucero, as well as certain shareholders, ensuring alignment and support for the proposed transaction.

Investors and security holders are advised to carefully review the Proxy Statement and Circular to gain insight into the terms of the proposed transaction, risks involved, and related matters. Vitesse and Lucero will file necessary materials with the Securities and Exchange Commission and SEDAR+ to provide a comprehensive overview of the transaction.

Cautionary notes regarding forward-looking statements and disclosure of potential risks and uncertainties are highlighted in the report. Vitesse has indicated that it intends to update forward-looking statements as necessary to reflect any changes in circumstances or events following the initial statements.

As per regulatory requirements, Vitesse has released the associated financial statements and exhibits related to the transaction for full public disclosure.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Vitesse Energy’s 8K filing here.

About Vitesse Energy

Vitesse Energy, Inc, together with its subsidiaries, engages in the acquisition, development, and production of non-operated oil and natural gas properties in the United States. It owns and acquires non-operated working interest and royalty interest ownership in the Williston Basin properties located in North Dakota and Montana.