TOGETHER WITH SHARES ALREADY OWNED ENSIGN CONTROLS 66.18% OF TRINIDAD
ENSIGN MAKES MANDATORY EXTENSION OF OFFER
CALGARY, Nov. 27, 2018 /CNW/ - Ensign Energy Services Inc. (TSX:ESI) ("Ensign") announced today that the conditions to its offer for Trinidad Shares at $1.68 per share (the "Offer") have been satisfied or waived and it has taken up the Trinidad Shares deposited to the Offer as of 10:00 a.m. on November 27, 2018.
Approximately 56.38 per cent of the common shares ("Trinidad Shares") of Trinidad Drilling Ltd. (TSX: TDG) ("Trinidad") (154,111,528 Trinidad Shares) have been tendered to the Offer and have been taken up by Ensign satisfying the Statutory Minimum Condition being the tender to the Offer of more than 50% of the Trinidad Shares not owned or controlled by Ensign. Together with the 26,863,239 Trinidad Shares already owned by Ensign, this represents approximately 66.18 per cent of the issued and outstanding Trinidad Shares.
Holders of Trinidad Shares ("Trinidad Shareholders") who have validly deposited and not withdrawn their Trinidad Shares need take no further action to accept the Offer. Trinidad Shareholders who tendered to the Offer will receive $1.68 cash for each Trinidad Share, which will be paid in accordance with the terms of the Offer. Ensign has taken up and accepted for payment all such deposited Trinidad Shares and will pay for such shares as soon as possible and in any event on or before November 29, 2018. If Trinidad Shares were tendered through brokers or financial intermediaries, holders of such Trinidad Shares will receive payment for their shares through their broker or financial intermediary.
Ensign has determined to waive the condition of the Offer that there shall have been validly deposited pursuant to the Offer and not withdrawn that number of shares, together with the Trinidad Shares held by Ensign at 10:00 a.m. (Toronto time) on November 27, 2018, representing at least 66⅔ per cent of the outstanding Trinidad Shares (the "Minimum Tender Condition"). All other conditions to the Offer, including the Key Regulatory Approvals (Competition Act and Hart Scott Rodino), have been satisfied or if applicable waived.
The Offer is being extended for the statutory mandatory extension period to December 10, 2018 at 5:00 p.m. (Toronto time) so that Trinidad Shareholders who have not yet tendered their Trinidad Shares will have the opportunity to tender to the Offer. Ensign is aware that a significant volume of Trinidad Shares were traded on Friday 23rd November and Monday 26th November with the intent to tender but will settle after the current cut-off. The extension also will allow all such settled trading to tender to the Offer.
Ensign will mail to Trinidad Shareholders a corresponding Notice of Extension regarding the extension of the expiry time of the Offer to Monday, December 10, 2018 at 5:00 p.m. (Toronto time), and file it on SEDAR (under Trinidad's profile) at www.sedar.com.
Key Points of Offer:
- Shareholders of Trinidad to receive $1.68 in cash per Trinidad Share
- Offer represents a 17.2% premium over Precision Drilling Corporation's ("Precision") all-share proposed Arrangement, based on the closing price of the common shares of Precision on the TSX as of November 26, 2018
- Shareholders of Trinidad can tender their shares now by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at [email protected]
In the event that the Trinidad securityholders' meeting to consider the plan of arrangement between Precision and Trinidad (the "Inferior Precision Offer") is not cancelled, Ensign intends to vote all of its Trinidad Shares against such transaction and soundly defeat it.
If Ensign acquires additional Trinidad Shares, which together with the Trinidad Shares already owned by Ensign, represent an aggregate of 66⅔ per cent or more of the Trinidad Shares during the mandatory extension of the Offer (including the 9.8 per cent of the Trinidad Shares that it owned prior to making the Offer), Ensign intends, if necessary, to complete a subsequent acquisition transaction to acquire the remaining Trinidad Shares. The timing and details of such transaction will depend on a variety of factors, as described in Ensign's offer to purchase and take-over bid circular dated August 30, 2018 and as varied on November 16, 2018 and November 27, 2018 (the "Offer to Purchase and Circular"). However, in all cases, if such a transaction is completed, all shares that remain outstanding will be acquired at the same price of $1.68 per share. Completion of such transaction may require up to 60 days or potentially longer from the expiry of the Offer.
If Ensign acquires an aggregate of 90 per cent or more of the Trinidad Shares during the mandatory extension of the Offer (that it did not own or control prior to 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 to Purchase and Circular.
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.
Ensign currently intends to purchase Common Shares in the market in the ordinary course from time to time at prices not exceeding $1.68 per share in accordance with the Offer and applicable securities laws.
A Trinidad Shareholder who has not yet tendered their Trinidad Shares that wishes to receive such $1.68 cash consideration should tender their Trinidad Shares to the Offer before the 5:00 p.m. (Toronto time) on December 10, 2018 to receive such cash consideration within ten days of such deposit. There is no assurance that Ensign will extend its Offer past the December 10, 2018 expiry date.
TENDER YOUR SHARES TODAY
Ensign encourages Trinidad Shareholders who have not yet tendered to the Offer to read the full details of the Offer set forth in the Offer to Purchase and Circular, which contains the full terms and conditions of the Offer as well as detailed instructions on how Trinidad Shareholders can tender their Trinidad Shares during the mandatory extension of the Offer.
Trinidad Shareholders are urged to tender their Trinidad Shares well in advance of the new deadline of December 10, 2018 at 5:00 p.m. (Toronto time). 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. Ensign is 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 and the Trinidad Shares; the benefits of the Offer; further extensions of the Offer; receipt of payment through intermediaries which is out of the control of Ensign; 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) and the timing thereof; Ensign's intention to pay for Trinidad Shares deposited following the expiry of the Offer, intentions to vote the Trinidad Shares should a Trinidad securityholders meeting still be held; cooperation of the Trinidad Board; termination of the Inferior Precision Offer; 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. 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, the ultimate outcome of any possible transaction between Ensign and Trinidad, including the possibility that the Trinidad Board will not resign in a timely fashion so as to delay the completion of a subsequent acquisition transaction, actions taken by the Trinidad Board in respect to the Trinidad securityholders meeting and Ensign's right to vote thereat; actions taken or not taken by securityholders of Trinidad in respect of the Offer or the Inferior Precision Offer, the ability of Ensign to acquire 100% of the Trinidad Shares through the Offer, costs and difficulties related to the integration of Trinidad's businesses and operations with Ensign's businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the proposed transaction, uncertainties as to the impact of the completion of the Offer or any alternative or subsequent transaction on Ensign's earnings or cash flows that it expects, unexpected costs, liabilities, charges or expenses resulting from the proposed transaction, litigation relating to the proposed transaction and/or regulatory proceedings, the inability to retain key personnel, any changes in general market, economic and/or industry-specific conditions, commodity risk, industry risk, risks inherent in the running of the business of Ensign or its affiliates, legislative or regulatory changes, Trinidad's structure and its tax treatment, competition in the oilfield services industry, financial leverage for additional funding requirements, capital requirements for growth, interest rates, dependence on skilled staff, labour disruptions, geographical concentration, credit risk, liquidity risk, changes in capital or securities markets and that there are no inaccuracies or material omissions in Trinidad's publicly available information, and that Trinidad has disclosed events which may have occurred or which may affect the significance or accuracy of such information. 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 or any of its affiliates or Trinidad or Precision.
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 26, 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 its 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: Bob Geddes, President & Chief Operating Officer, Ensign Energy Services Inc., [email protected], (403) 262-1361; Mike Gray, Chief Financial Officer, Ensign Energy Services Inc., [email protected], (403) 262-1361; Media Contact:Ian Robertson, Executive Vice President, Communication Strategy; Kingsdale Advisors, [email protected], W: (416) 867-2333, C: (647) 621-2646