CALGARY, Feb. 2 /CNW/ - CHEQ-IT Ltd. ("CHEQ-IT") (TSXV: CQT) and Tuscany International Drilling Inc. ("Tuscany"), a private drilling service company with operations in South America, are pleased to announce that they have executed a definitive agreement dated February 1, 2010 (the "Arrangement Agreement") in respect of the previously announced acquisition by Tuscany under a plan of arrangement of all of the issued and outstanding common shares (the "CHEQ-IT Shares") of CHEQ-IT on the basis of 0.0265 of a common share of Tuscany (a "Tuscany Share") for each CHEQ-IT Share (the "Arrangement"). In connection with the Arrangement, Tuscany will apply to have its common shares listed and posted for trading on the facilities of a recognized Canadian stock exchange. In connection with the completion of the Arrangement, the CHEQ-IT Shares shall be delisted.
Completion of the Arrangement is subject to receipt of the approval of 66 2/3% of the CHEQ-IT shareholders voting in person or by proxy at a meeting of the CHEQ-IT shareholders to be held to consider the Arrangement, as well as customary court, regulatory and exchange approvals. The information circular to be mailed to CHEQ-IT shareholders will contain detailed information in respect of the Arrangement, Tuscany and CHEQ-IT. There can be no assurance that the Arrangement will be completed as proposed or at all.
The Board of Directors of CHEQ-IT concluded that the Arrangement is in the best interests of the CHEQ-IT shareholders from a financial perspective and resolved to recommend that shareholders vote their CHEQ-IT Shares in favour of the Arrangement. In connection with the execution of the Arrangement Agreement, certain CHEQ-IT shareholders, representing in the aggregate 45% of the issued and outstanding CHEQ-IT Shares, on an undiluted basis, have entered into support agreements with Tuscany to vote their CHEQ-IT Shares in favour of the Arrangement.
The Arrangement Agreement prohibits CHEQ-IT from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for Tuscany to match competing, unsolicited proposals and, subject to certain conditions, provides for a reciprocal termination fee of $50,000 payable by either CHEQ-IT or Tuscany in certain circumstances.
Tuscany International Drilling Inc.
Tuscany, a privately held corporation based in Calgary, Alberta, is engaged in the business of providing contract drilling and work-over services along with drilling tool rentals to the oil and gas industry, initially in South America. The current fleet consists of 6 of the latest technology new built rigs (2 drilling and 4 heavy duty work-over) and related equipment along with 2 new design Heli portable small footprint rigs under construction for deployment to South America. Tuscany expects that its 2010 new build capital program will include the construction of four 750/850 HP drilling rigs, two 1,500 HP rigs, two 650 HP heavy duty work-over rigs, the purchase of one 2,000 HP heli-portable rig and the purchase of approximately US$10 million in rental assets.
As at September 30, 2009, Tuscany had not started to earn operating revenue. During the first nine months of 2009, Tuscany spent approximately $32.7 million constructing 5 new technology drilling and workover rigs and a sixth rig was in the final stages of construction. During the fourth quarter of 2009, Tuscany completed the construction of its sixth rig and all rigs were successfully deployed into South America where they began to generate operating income immediately.
2010 EBITDA based on Tuscany's existing 6 rig asset base is anticipated to be in excess of US$10 million. 2010 EBITDA based on the completion of the new build program, exclusive of any acquisitions, is anticipated to be in excess of US$35 million.
The Tuscany Management Team has a solid track record of creating value in high-growth, oilfield service companies. The Tuscany Management Team is led by Walter Dawson as Chief Executive Officer, Bruce Moyes as Chief Financial Officer, Dave Stafford as President of Tuscany S.A., and Don Bertsch as Vice President, Operations.
Upon the completion of the Arrangement, the Board of Directors of Tuscany shall consist of Walter Dawson, Jeffrey Scott, Donald Wright, Reginald Greenslade, Terry McIver and John R. Rooney.
Strategic Rationale and Corporate Strategy
The Tuscany Management Team believes that current market conditions in the service sector provide an optimal point of entry for a new oilfield service company with operations initially focused in the South American marketplace. Drilling commitments from new and ongoing license rounds combined with increased heavy oil development and Colombia announcing their intention to double production by 2015 has resulted in an increase in demand for oilfield services in South America. The continuing development of the South American oil and natural gas industry has resulted in oil and gas companies demanding new technology drilling equipment to complete their drilling programs and has resulted in an overwhelmingly positive acceptance of the 6 rigs Tuscany has recently introduced into the South American market. Tuscany plans to continue building new assets for deployment as customers commit. The business model the Company established in 2009 has proved itself as 2010 has witnessed a tremendous increase in demand for drilling and work-over rigs. It is anticipated that these factors combined with increased access to capital as a public entity will provide the Tuscany shareholder with the opportunity for increased returns.
Following completion of the Arrangement, Tuscany expects to initially focus on the rapidly expanding South American oil and gas services industry, growing through building the newest technology drilling rigs coupled with a targeted acquisition and consolidation strategy where attractive acquisition multiples can be achieved. Tuscany's extensive asset base, in a well capitalized corporate structure will facilitate growth through cash flow from operations and strategic acquisitions.
For investors, Tuscany, upon completion of the Arrangement, represents an opportunity to participate in a uniquely positioned, well-capitalized oilfield service company with a proven management team committed to aggressive, cost-effective growth.
Jennings Capital Inc. is acting as financial advisor to Tuscany with respect to the Arrangement. Purdy and Partners Inc. is acting as financial advisor to CHEQ-IT with respect to the Arrangement.
About CHEQ-IT Ltd.
CHEQ-IT presently develops, sells and supports cheque writing and electronic fund transfer systems. Operations to date have primarily been focused in southern Alberta, within the oil and gas industry. The CHEQ-IT Shares trade on the TSX Venture Exchange under the symbol CQT.
Statements in this joint press release contain forward-looking information including, without limitation, components of cash flow and earnings, timing and completion of the Arrangement, the listing of the Tuscany Shares on a recognized Canadian stock exchange and ongoing corporate strategy and benefits of the Arrangement. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Tuscany and CHEQ-IT. These risks include, but are not limited to: the risks associated with the oil and gas industry, commodity prices and exchange rate changes, regulatory changes, successful exploitation and integration of technology, customer acceptance of technology, changes in drilling activity and general global economic, political and business conditions. Industry related risks could include, but are not limited to; operational risks, delays or changes in plans, health and safety risks and the uncertainty of estimates and projections of costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Neither Tuscany nor CHEQ-IT undertakes any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
Certain of the information contained in this joint press release assumes that Tuscany has completed the Arrangement on the anticipated basis and times set forth herein. The CHEQ-IT Arrangement is subject to the receipt of the approval of the shareholders of CHEQ-IT, the approval of the Court of Queen's Bench for the province of Alberta as well as all other necessary regulatory approvals. The anticipated listing of the Tuscany Shares on a recognized Canadian stock exchange is subject to the conditional approval of that stock exchange and Tuscany satisfying the listing requirements and all other requirements of such exchange.
Readers are further cautioned that the preparation of financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.
Cash flow from operations are not recognized measures under GAAP. Management of Tuscany and CHEQ-IT believe that, in addition to net income, cash flow from operations is a useful supplemental measure as it demonstrates an ability to generate the cash necessary to repay debt or fund future growth through capital investment. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with GAAP as an indication of Tuscany's or CHEQ-IT's performance. Tuscany's and CHEQ-IT's method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to measures used by other companies. For these purposes, Tuscany and CHEQ-IT define cash flow from operations as cash provided by operations before changes in non-cash operating working capital.
The information concerning Tuscany contained in this press release has been provided by Management of Tuscany. The information concerning CHEQ-IT contained in this press release has been provided by Management of CHEQ-IT.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE CHEQ-IT LTD.
For further information: For further information: Walter Dawson, CEO, Tuscany International Drilling Inc., 100, 522-11th Avenue S.W., Calgary, Alberta, Phone (403) 265-8258, Fax (403) 265-8793; W. Glenn Hamilton, Chief Financial Officer, CHEQ-IT Ltd., 410, 816-7th Avenue S.W., Calgary, Alberta, Phone (403) 241-2607, Fax (403) 239-4613