- Surpassing the 66 2/3% mark ensures that Ensign will be able to complete a subsequent acquisition transaction to acquire the remaining Trinidad Shares
- Ensign and Trinidad agreed to replace Trinidad board of directors
- Precision Drilling arrangement agreement with Trinidad terminated
- Shareholders who have not tendered can tender today by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at [email protected]
CALGARY, Nov. 28, 2018 /CNW/ - Ensign Energy Services Inc. (TSX:ESI) ("Ensign") announces that Ensign and Trinidad Drilling Ltd. ("Trinidad") agreed to replace the Trinidad board of directors with five nominees of Ensign after the announcement by Precision Drilling of the termination of the arrangement agreement between Trinidad and Precision Drilling. The board of directors of Trinidad is now comprised of Robert H. Geddes, Gary Casswell, James B. Howe, Len O. Kangas and John G. Schroeder. Ensign and Trinidad also agreed that Mr. Geddes and Michael Gray should be appointed as President and Chief Operating Officer, and Chief Financial Officer, respectively, of Trinidad. Ensign has acquired an additional aggregate of 1,500,000 common shares ("Trinidad Shares") of Trinidad, such that Ensign owns or controls 182,474,767, or approximately 66.73%, of the outstanding Trinidad Shares. The additional Trinidad Shares were acquired in ordinary course market purchases by Ensign's wholly-owned subsidiary Ensign Holdings Inc. on November 28, 2018 at a maximum price of $1.68, and an average price of $1.6769, per share in accordance with applicable securities laws.
With a controlling interest of greater than 66 2/3 of the Trinidad Shares, Ensign will succeed in acquiring all of the Trinidad Shares at $1.68 per share, either through a Compulsory Acquisition or a Subsequent Acquisition Transaction (as defined in the Offer) to acquire the remaining shares. Completion of such transactions may require up to 60 days or potentially longer from the expiry of the Offer. Given Ensign's controlling interest, however, the outcome of the second stage is assured, and remaining Trinidad shareholders are encouraged to immediately tender to the Offer in order to expedite their receipt of the $1.68 cash per share entitlement under the Offer.
If Ensign reaches the 90% tender threshold under the Offer, Ensign will exercise the right of compulsory acquisition under the Business Corporations Act (Alberta) to acquire all of the remaining Trinidad Shares at $1.68 per share as described in the Offer.
Under securities laws applicable to the current mandatory extension of the Offer, remaining Trinidad shareholders who tender to the Offer extension are only legally required to be paid for their Trinidad Shares within ten days of their tender of Trinidad Shares. Remaining Trinidad Shareholders who now wish to tender their Trinidad Shares and receive their cash proceeds from the Offer as soon as possible are urged to tender NOW and demand that their intermediaries submit their tender immediately, rather than wait to tender until the expiry of the Offer on December 10, 2018.
After completion of such a Subsequent Acquisition Transaction or Compulsory Acquisition, Ensign will seek to delist the Trinidad Shares from trading on the Toronto Stock Exchange.
AVOID DELAYS, CONTACT KINGSDALE ADVISORS TO TENDER YOUR SHARES
Remaining Trinidad shareholders who tender before the expiry of the extended Offer on December 10, 2018 will be paid within 10 days of the date of deposit of their shares to the Depositary. For assistance in depositing Trinidad Shares to the Offer, Trinidad shareholders should contact Kingsdale Advisors, the information agent and depositary for the Offer, at 1-866-581-1514 (North American Toll-Free Number) or +1-416-867-2272 (Outside North America) or via email at [email protected].
Ensign is a global leader in oilfield services, headquartered out of Calgary, Alberta, operating in Canada, the United States and internationally. We are one of the world's top land-based drilling and well servicing contractors serving crude oil, natural gas and geothermal operators. Our premium services include contract drilling, directional drilling, underbalanced and managed pressure drilling, rental equipment, well servicing and production services. Please visit our website at www.ensignenergy.com.
Ensign's common shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI.
This news release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Ensign or Trinidad.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This new release contains "forward-looking information" and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "believes", "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to the following items: expectations relating to the Offer and information concerning Ensign's plans for Trinidad in the event the Offer; the benefits of the Offer; the results, effects and timing of the Offer and completion of any Compulsory Acquisition or Subsequent Acquisition Transaction (as such terms are defined in the Offer to Purchase and Circular); intentions to delist the Trinidad Shares and to cause Trinidad to cease to be a reporting issuer if permitted under applicable Law or to satisfy Trinidad's disclosure obligations using applicable Ensign public disclosure, if Ensign determines it to be appropriate; and the likelihood of completion of a Compulsory Acquisition or a Subsequent Acquisition Transaction.
Although Ensign believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Ensign or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, among other things, actions taken or not taken by security holders of Trinidad in respect of the Offer, These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Ensign's forward-looking information. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Ensign's ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Ensign will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Ensign, its future results and performance.
Forward-looking information in this news release is based on Ensign's beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Ensign disavows and disclaims any obligation to do so except as required by applicable Law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Ensign, Trinidad, or their affiliates.
Unless otherwise indicated, the information concerning Trinidad contained herein has been taken from or is based upon publicly available information filed by Trinidad and other publicly available documents and records on file with the securities regulatory authorities and other public sources available as at November 27, 2018. Although Ensign has no knowledge that would indicate that any statements contained herein relating to Trinidad taken from or based on such documents and records are untrue or incomplete, neither Ensign nor any of their respective officers or directors assumes any responsibility for the accuracy or completeness of such information, or for any failure by Trinidad to disclose events or facts that may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to Ensign.
SOURCE Ensign Energy Services Inc.
For further information: Media Contact: Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, [email protected], W: (416) 867-2333, C: (647) 621-2646