TSX SYMBOL: PES
CALGARY, April 6 /CNW/ - Peak Energy Services Ltd. ("Peak") is pleased to announce that it has signed a definitive acquisition agreement with Clean Harbors, Inc. ("Clean Harbors") (NYSE: CLH), pursuant to which Clean Harbors has agreed to acquire all of the issued and outstanding common shares of Peak ("Peak Shares"), excluding Peak Shares already held by Clean Harbors, for cash consideration of $0.95 per share. The purchase price represents a 28% premium over the closing price of the Peak Shares on the Toronto Stock Exchange ("TSX") for April 5, 2011 and a 34% premium over the weighted average trading price of the Peak Shares on the TSX for the 20 trading days ending April 5, 2011. The total transaction value, excluding transaction costs, is approximately $200.5 million, including the assumption of net debt estimated to be approximately $35.0 million at March 31, 2011 and the payout of approximately $1.7 million for "in-the-money" options.
Under the terms of the acquisition agreement, the acquisition will be accomplished by way of a plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (Alberta). The proposed Arrangement is subject to certain conditions including, without limitation, the approval by: the holders of Peak Shares representing at least two-thirds of votes cast in person or by proxy at the meeting of Peak shareholders to be held to approve the Arrangement; the Court of Queen's Bench of Alberta; and appropriate regulatory and other authorities. The Peak shareholders' meeting to approve the Arrangement is expected to be held on May 25, 2011, and the closing of the Arrangement is anticipated to be completed on June 10, 2011, but no later than the outside date of June 30, 2011. An information circular in respect of the meeting is expected to be mailed to Peak shareholders in late April 2011. Each of the directors and officers of Peak and Deans Knight Capital Management Ltd., collectively holding approximately 53.6% of the issued and outstanding Peak Shares, have entered into agreements with Clean Harbors pursuant to which such holders have agreed to vote such Peak Shares in favour of the Arrangement at the Peak shareholders' meeting.
Curt Whitteron, Peak's President and Chief Executive Officer, said, "We believe that this transaction provides fair value for Peak's business at this point in the cycle and full liquidity to all of its shareholders. Clean Harbors will no doubt create opportunities for Peak to significantly expand its businesses through the combination of its broad geographic network, extensive customer base and access to growth capital. The cultures of Clean Harbors and Peak also appear to be very much aligned with a "safety first" attitude and a focus on best practices being at the forefront of the day-to-day operations for both organizations."
"The addition of Peak will substantially expand our presence in the energy services marketplace, particularly in the area of oil and natural gas drilling and production support," said Alan S. McKim, Clean Harbors' Chairman and Chief Executive Officer. "Peak is an attractive acquisition due to its excellent work force, well-maintained fleet of equipment, outstanding customer base and strategic locations in North America. Peak offers a diverse range of energy services involving sophisticated equipment, ranging from centrifuges complete with related solids control tankage, well-site accommodations, wastewater treatment systems, 400 BBL upright tanks, blow-back tanks, dorm/drill camp and catering and fluids hauling tankers. Peak ideally complements Clean Harbors' current capabilities, providing major energy customers a one-stop shop for drilling and production support services."
The Board of Directors of Peak has unanimously approved the Arrangement and determined that the Arrangement is in the best interests of Peak and the Peak shareholders and recommends that the Peak shareholders vote in favour of the Arrangement.
The acquisition agreement contains provisions that, among other things: prohibit Peak from soliciting or initiating discussions regarding any other business combination or sale of material assets, subject to certain conditions; grant Clean Harbors the right to match competing unsolicited proposals; provide for a non-completion fee of $5.3 million, plus reimbursement of expenses up to $2.0 million, payable to Clean Harbors in certain circumstances if the Arrangement is not completed; and provide for a non-completion fee of $3.0 million, plus reimbursement of expenses up to $1.5 million, payable to Peak in certain circumstances if Clean Harbors is in material breach of its representations and warranties or covenants in the acquisition agreement.
Peters & Co. Limited has advised the Board of Directors of Peak that it is of the opinion, as of the date hereof, that the consideration to be received by the Peak shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Peak shareholders.
About Peak Energy Services Ltd.
Peak Energy Services Ltd. is a diversified energy services organization operating in western Canada and the United States of America. Through its various operating divisions, Peak provides drilling and production services to its customers both in the conventional and unconventional oil and natural gas industry as well as the oil sands regions of western Canada. Peak also provides water technology solutions to a variety of customers throughout North America. For more information, visit www.peak-energy.com.
About Clean Harbors, Inc.
Clean Harbors, Inc. is the leading provider of environmental, energy and industrial services throughout North America. Clean Harbors serves over 50,000 customers, including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous federal, state, provincial and local governmental agencies. Headquartered in Norwell, Massachusetts, United States of America, Clean Harbors has more than 175 locations, including over 50 waste management facilities, throughout North America in 36 U.S. states, seven Canadian provinces, Mexico and Puerto Rico. Clean Harbors also operates international locations in Bulgaria, China, Singapore, Sweden, Thailand and the United Kingdom. For more information, visit www.cleanharbors.com.
This news release contains forward-looking statements and information (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation regarding expected future events of Peak. By its nature, forward-looking information requires Peak to make assumptions and is subject to numerous inherent risks and uncertainties. There is significant risk that assumptions, predictions and other forward-looking information will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking information as a number of factors could cause actual future results, conditions, actions or events to differ materially from expectations, estimations or intentions expressed in the forward-looking information. Forward-looking information in this news release includes, but is not limited to, the expected timing of, receipt of necessary approvals for and completion of, the Arrangement. Peak disclaims any intention or otherwise to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. It is the current policy of Peak to evaluate its past forward-looking information and where it deems appropriate, provide updates subject to requirements by law. The forward-looking information contained in this news release is made as of the date hereof. Additionally, Peak undertakes no obligation to comment on expectations of, or statements made by, third parties in respect of this news release. As a result, you are cautioned not to place undue reliance on the forward-looking information.
The forward-looking information is based on certain assumptions made by Peak in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Peak's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Peak's expectations. Such risks and uncertainties include, but are not limited to the failure to receive approval of the Arrangement from the Peak shareholders, the court or other regulatory authorities. Consequently, all of the forward-looking information made in this news release is qualified by this cautionary statement and there can be no assurance that the actual results or events anticipated by Peak will be realized or, even if substantially realized that they will have the expected consequences to or effects on Peak or its business or operations.
The TSX has neither approved nor disapproved the information contained herein.
SOURCE Peak Energy Services Ltd.
For further information: Peak Energy Services Ltd., Mr. Curtis W. Whitteron, President and Chief Executive Officer, Livingston Place, South Tower, Suite 900, 222 - 3rd Avenue SW, T2P 0B4, Tel: (403) 543-7325, Fax: (403) 543-7335; or Peak Energy Services Ltd., Mr. Matthew J. Huber, Executive Vice President, Livingston Place, South Tower, Suite 900, 222 - 3rd Avenue SW, T2P 0B4, Tel: (403) 543-7325, Fax: (403) 543-7335; or Peak Energy Services Ltd., Mr. Monty R. Balderston, Chief Financial Officer, Livingston Place, South Tower, Suite 900, 222 - 3rd Avenue SW, T2P 0B4, Tel: (403) 543-7325, Fax: (403) 543-7335