NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE U.S.
CALGARY, Nov. 10 /CNW/ - Calfrac Well Services Ltd. ("Calfrac") (TSX-CFW) and Century Oilfield Services Inc. ("Century") are pleased to announce that they have completed the previously announced plan of arrangement (the "Arrangement"). Under the Arrangement, 5,144,695 Calfrac common shares were issued and approximately $13.5 million in cash was paid for the acquisition of all the common shares of Century.
With the closing of the acquisition, Calfrac now has approximately 450,000 of conventional pumping horsepower. Calfrac will utilize the majority of the Century equipment in key unconventional natural gas resource plays in the WCSB and may also deploy equipment in Calfrac's growing operations in the United States, Russia, Mexico, Argentina and other international markets. Calfrac will operate the Century business as a subsidiary in the immediate interim period following closing of the transaction in order to facilitate the transition for customers and Century employees.
Doug Ramsay, the President and Chief Executive Officer of Calfrac, stated that "We are very pleased that the acquisition of Century has successfully closed. Calfrac considers Century to be a high quality operation, and we are focusing on ensuring an efficient and successful integration process which will result in a greater capacity to deliver services to our customers."
Peters & Co. Limited acted as financial advisor to Calfrac, and CIBC World Markets Inc. acted as financial advisor to the board of directors of Century.
The consideration that is payable to the former shareholders of Century who elected to pick up their purchase consideration directly from Alliance Trust Company, the depositary under the Arrangement, will be available for pick up starting at 9:00 a.m. on Tuesday, November 17, 2009. Also on that date, Alliance will be delivering the purchase consideration by mail to Century shareholders who elected that alternative.
Calfrac's common shares are publicly traded on the Toronto Stock Exchange under the trading symbol "CFW". Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells drilled throughout western Canada, the United States, Russia, Mexico and Argentina.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities, or a solicitation of proxies, in any jurisdiction, including but not limited to, the United States. The common shares of Calfrac 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 in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information concerning the assessment of Calfrac following the Acquisition including its available pumping horsepower; strategic benefits and value creation. These forward-looking statements and information are based on certain key expectations and assumptions made by Calfrac. Although Calfrac believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as Calfrac can not give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, prevailing economic conditions; commodity prices; sourcing, pricing and availability of raw materials, component parts, equipment, suppliers, facilities and skilled personnel; dependence on major customers; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. There are also risks inherent in the nature of the Arrangement, including failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; and incorrect assessments of the value of either entity. Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other risk factors that could affect Calfrac's operations or financial results are included in Calfrac's annual information form and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Calfrac does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Calfrac Well Services Ltd.
For further information: For further information: Calfrac Well Services Ltd.: Douglas R. Ramsay, President and Chief Executive Officer, Laura A. Cillis, Senior Vice President, Finance and Chief Financial Officer, Tom J. Medvedic, Senior Vice President, Corporate Development, Tel: (403) 266-6000, Fax: (403) 266-7381