FILED BY SANTA FE SNYDER CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: SANTA FE SNYDER CORPORATION
COMMISSION FILE NO. 1-7667
INVESTOR NOTICE
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/
PROSPECTUS THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE
FILED WITH THE SEC BY DEVON AND SANTA FE SNYDER. INVESTORS AND SECURITY HOLDERS
MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE)
AND OTHER DOCUMENTS FILED BY DEVON AND SANTA FE SNYDER WITH THE SEC AT THE SEC'S
WEB SITE AT WWW.SEC.GOV. THE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER
DOCUMENTS (RELATING TO DEVON) MAY ALSO BE OBTAINED FOR FREE FROM DEVON BY
DIRECTING SUCH REQUEST TO: DEVON ENERGY CORPORATION, 20 NORTH BROADWAY, SUITE
1500, OKLAHOMA CITY, OKLAHOMA 73102-8260, ATTENTION: INVESTOR RELATIONS,
TELEPHONE: (405) 552-4570, E-MAIL: [email protected]. THE JOINT PROXY
STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO SANTA FE SNYDER) MAY
ALSO BE OBTAINED FOR FREE FROM SANTA FE SNYDER BY DIRECTING SUCH REQUEST TO:
SANTA FE SNYDER CORPORATION, 840 GESSNER, SUITE 1400, HOUSTON, TEXAS 77024,
ATTENTION: INVESTOR RELATIONS, TELEPHONE: (713) 507-5307, EMAIL:
[email protected].
Devon, its directors, executive officers and certain members of management and
employees may be considered "participants in the solicitation" of proxies from
Devon's shareholders in connection with the merger. Information regarding such
persons and a description of their interests in the merger is contained in
Devon's filing with the SEC under Rule 425 on May 26, 2000.
Santa Fe Snyder, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from Santa Fe Snyder's shareholders in connection with the merger.
Information regarding such persons and a description of their interests in the
merger is contained in Santa Fe Snyder's filing with the SEC under Rule 14a-12
on May 26, 2000.
SLIDE 1 - TITLE SLIDE "SANTA FE SNYDER CORPORATION," BANC OF AMERICA,
TIM PARKER, PRESIDENT INTERNATIONAL
SLIDE 2 - SFS INVESTMENT PROFILE
<TABLE>
<S> <C>
- Ticker Symbol NYSE: SFS
- Shares Out 182 MM
- Enterprise Value $2.2 Billion
- Reserves 386 MMBOE
- Reserve Replacement 337% @ $4.93
- Replacement Efficiency 167%
</TABLE>
<PAGE>
SLIDE 3 - GROWTH IN RESERVES AND PRODUCTION
(Bar graph showing Santa Fe Snyder's growth in reserves from
1997-1999 in MMBoe and growth in production from 1998-2000 in
MBoe per day)
<TABLE>
<CAPTION>
RESERVES PRODUCTION
-------- ----------
MMBOE MBOE/d
<S> <C> <C> <C> <C>
Oil Gas Oil Gas
1997 40 171
1998 40 215 30 70
1999 170 386 48 96
2000E 62 125
</TABLE>
SLIDE 4 - PROVED RESERVES - 12/31/99
(Pie chart showing Santa Fe Snyder's proved oil and gas
reserves in four (4) locations in MMBoe at year-end 1999.)
<TABLE>
<CAPTION>
386 MMBOE
<S> <C>
Product Location
45% Gas 33% International
55% Oil 15% Gulf of Mexico
25% Permian
27% Rockies
</TABLE>
SLIDE 5 - DAILY PRODUCTION - 2000E
(Pie chart showing Santa Fe Snyder's oil and gas production in
four (4) locations in MBoe/d at quarter end 2000.)
<TABLE>
<CAPTION>
125 MBOE/d
<S> <C>
Product Location
50% Gas 20% International
50% Oil 37% Gulf of Mexico
27% Permian
16% Rockies
</TABLE>
SLIDE 6 - DRILLBIT RESULTS
(Bar graph showing Santa Fe Snyder's production and reserve
adds from 1997 to 1999.)
<TABLE>
<CAPTION>
3 Year COFD - $4.49
1999 COFD - $4.54
1997 1998 1999 3-YR AVG
<S> <C> <C> <C> <C>
Production 21 MMBOE 26 MMBOE 37 MMBOE 27 MMBOE
Reserve Adds 59 MMBOE 45 MMBOE 70 MMBOE 48 MMBOE
% Replacement 273% 176% 201% 212%
</TABLE>
SLIDE 7 - OPERATIONS FOCUS
International Map showing the core areas of operations and the
areas of exploration.
<PAGE>
SLIDE 8 - INTERNATIONAL STRATEGY
Play Niche Below Threshold of Majors
- Multiple 30 MMboe + Targets
Focus on Similar Geologic Systems
- Proven Basins
Finance Risk/Reward Profile
- Operate & Promote Dry Hole Exposure
- Large Inventory
Focus on Legacy Projects
- Substantial Growth
SLIDE 9 - LEGACY PROJECTS
International Map showing Existing Contract Areas and Legacy
Projects (Neuquen Basin Gas Project, Potiguar Basin Project,
South Sumatra Basin Gas Project and Pearl River Mouth Basin)
SLIDE 10 - NEUQUEN GAS PROJECT
Argentina
Map showing area of Neuquen Gas Project
SFS Operated
Sierra Chata Field - 20% W.I.
- 125 MMCF/d
- 700 Bcf - 1 Tcf Reserves
Mangrullo Field - 100% W.I.
- Acquisition in January, 2000
- 200 - 800 Bcf Reserves
- First Well Spud March 28
SLIDE 11 - BRAZIL
An emerging core area
Map showing the emerging core areas in Brazil
SLIDE 12 - CARAUNA PROJECT
Brazil
Map showing area of Carauna Project
Diagram and picture of MOPU and FPSO
- SFS Operated - 51% W.I.
- 6 Fields - 10 Wells to Date
- Phase I Development
- MOPU and FPSO
- Drill 3 Appraisal Wells
- Re-enter 4 Wells
- Reserves - 50 - 150 MMbbl
- 1st Production - 2Q2000
<PAGE>
SLIDE 13 - GALO PROSPECT
Map of area of Galo Prospect and picture of top and basement
of Acu
Reserve Potential: 75 - 175 MMBO
Spud Date: Q3 2000
SLIDE 14 - JABUNG BLOCK
Indonesia
Map showing area of Jabung block detailed to show location of
N. Betara and NE. Batara Field, Gemah Field, N. Geragai and
Makmur Field, the Corridor Pipeline and the Batam Spur
Pipeline.
- SFS Operated - 30% W.I.
- 5 Fields Discovered Since 1995
- Gross Reserve 1 Tcf and 250 MMbl
- Gas Contract Under Negotiation
- Letter Agreement Signed 3Q99
SLIDE 15 - PEARL RIVER MOUTH BASIN
China
Map showing area of Pearl River Mouth Basin and the Ursa and
Bootes Discovery. Picture showing Development Plans.
- Dominant Player - 3.8 Million Acres
- Exploration Success Rate - 3/7
- Ursa Discovery 1998
- 40 - 50 MMbl Field
- Tested at 11,000 BO/d - 588' Net Pay
- Bootes Discovery 1999
- 50 - 70 MMbl Field
- Tested at 3,830 BO/d - 400' Net Pay
- 30 Mapped Prospects
- Development Plans
- Set Platforms at Each Location
- Produce into Joint EPSO
- Initial Production - Late 2002
SLIDE 16 - INTERNATIONAL
China - Bootes Discovery
Map showing area of Bootes Discovery
- Discovered: June 1999
- 37 Oil Sands
- 155 Meters of Net Oil
- Excellent Reservoir Quality
- 33 to 15% Porosity
- Permeability > 20 Darcies
<PAGE>
- Reserves
- 50-70 MMbl
- First Production Estimated Q4 2002
SLIDE 17 - INTERNATIONAL PRODUCTION
(Bar graph showing international production in MBOE/d for 1991
- 2003E) in three (3) countries)
EXLUDES EXPLORATION SUCCESS
<TABLE>
<CAPTION>
1991 1994 1997 2000E 2003E
<S> <C> <C> <C> <C> <C>
South America 2 3 9 10 28
SE Asia 8 13 18 62
West Africa 23 68
</TABLE>
SLIDE 18 - INTERNATIONAL EXPLORATION PROGRAM
International Map showing areas of exploration and areas of
existing contracts (Brazil - 2 Blocks, Argentina - 4 Blocks,
West Africa - 5 Blocks, Malaysia/Thailand - 2 Blocks, China -
5 Blocks, Indonesia - 4 Blocks).
SLIDE 19 - INTERNATIONAL EXPLORATION
(Table showing status of international exploration in
several countries)
<TABLE>
<CAPTION>
2000-2001 % W.I. DH EXPOSURE STATUS
--------- ------ ----------- ------
<S> <C> <C> <C> <C>
China 6 wells 50-100% ------- Negotiations
W. Africa 4-6 wells 50-100% $10-15 MM Negotiations
Malaysia 3 wells 50-75% 0-$10 MM Partial Sale
Brazil 4 wells 50%+/- $6-8 MM No sell down
Argentina 2 wells 100% $6 MM No sell down
</TABLE>
SLIDE 20 - INTERNATIONAL
Ghana - Keta Block - Dolphin Prospect
Play Concept Cross Section of Dolphin Prospect
DOLPHIN PROSPECT
To Spud January 2001
Reserve Potential - 150+ MMBO
Follow-up Prospects - 2
Primary play concept:
Reservoir: Upper Cretaceous sandstones
Seal: Tertiary marine shales
Source/charge: Albian source rocks; migration via
deep-cutting faults
Trap: Erosional remnant/buried hill
Secondary play concepts:
Stratigraphic/structural traps in Cretaceous & Tertiary
sandstones
SLIDE 21 - INTERNATIONAL
Ghana - Keta Block - Deep Water Plays
Play Concept Cross Section of Keta Block
<PAGE>
Play Concept:
Reservoir: Upper Cretaceous & Tertiary sands
Seal: Upper Cretaceous & Tertiary marine shales
Source/charge: Albianand/or upper Cretaceous source rocks
Trap: Combination structural/stratigraphic traps
Reserve Potential: > 1 MMMBO
SLIDE 22 - INTERNATIONAL Malaysia
International map showing the petroleum systems in the Natuna
Sea.
- Natuna Sea is one of the World Significant Petroleum Systems
- Block PM-308 Contains Both Low Risk Exploitation and High
Potential Exploration Opportunities
- Improved Malaysian Fiscal Terms Significantly Enhance
Economics
SLIDE 23 - INTERNATIONAL
Malaysia - Block PM-308
Map showing leads in the Penyu Ridge (Cendara lead, Mas Lead,
Jahor Lead, Keteh Lead, Penyu West Leads, Tenggol Lead, and
Benyu Lead) and the Penyu SW, the Belida Field, the Rhu Field,
and the Cemara Complex
SLIDE 24 - INTERNATIONAL
Malaysia - Rhu Field
(Structural Cross Section)
Discovery Well: Texaco Rhu 1A (1992)
Test Rates: 6535 BOPD (Cumulative)
Reserves: 22 - 48 MMbl
Objective Depth: 2600 m.
Water Depth: 45 m.
DHC: $4.5 MM
SLIDE 25 - INTERNATIONAL SUMMARY
- Niche Strategy
- Proven Track Record
- Legacy Assets
- Strong Growth Potential
- High Quality Prospect Inventory
SLIDE 26 - TRANSACTION SUMMARY
- Structure: Non-Taxable Merger
- Equity Ownership: 68% Devon
32% Santa Fe Snyder
- Exchange Ratio: Approximately 40.3 MM
Common Shares, or .22 DVN Per SFS Share
<PAGE>
- Board of Directors: Proportional Representation
SLIDE 27 - STRATEGIC RATIONALE
- Critical Mass
- Per Share Accretion
- Core Area Overlap
- International Growth Platform
- $30 - $35 Million Annual Cost Savings
SLIDE 28 - THE COMBINED COMPANY
Proved Reserves: 1,056 Mmboe
Reserve Profile: 76% North America
24% International
Proved Developed: 72%
Production Mix: 57% Gas/43% Oil
R/P Ratio: 8.9 Years
Credit Rating: Investment Grade
Undeveloped Acreage 31.9 Million
(Net)
SLIDE 29 - TIME LINE
- May 26: DVN and SFS announce merger
- Late June: File preliminary proxy materials
- Early Sept: File definitive proxy materials
- Early Oct: Shareholder meetings
- Early Oct: Close merger
SLIDE 30 - FORWARD-LOOKING STATEMENTS
This presentation (as well as information included in oral
statements made by the Company) includes forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking
statements may be or may concern, among other things, capital
expenditures, drilling activity, acquisitions and
dispositions, and conditions and transactions related thereto,
development or exploratory activities, cost savings efforts,
production activities and volumes, hydrocarbon reserves,
hydrocarbon prices, hedging activities and the results
thereof, cash flows, financing plans, liquidity, regulatory
matters, competition and the Company's ability to realize
efficiencies related to certain transactions or organizational
changes.
All forward-looking information is based upon management's
current plans, expectations, estimates and assumptions and is
subject to a number of uncertainties and risks that could
significantly affect current plans, anticipated actions, the
timing of such actions and the Company's financial condition
and results of operations. As a
<PAGE>
consequence, actual results may differ materially from
expectations, estimates or assumptions expressed in any
forward-looking statements made by or on behalf of the
company. Further information is available in the Company's
filings with the Securities and Exchange Commission, which
are incorporated by reference.
***
END OF PRESENTATION
