- Ensign now controls 86.67% of Trinidad common shares; extends the offer a final time to 5:00 p.m. (Toronto time) on December 21, 2018
- Trinidad shareholders who tender prior to December 21, 2018 will be paid within 10 days of date of deposit
- Shareholders can tender today by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at [email protected]
CALGARY, Dec. 10, 2018 /CNW/ - Ensign Energy Services Inc. (TSX:ESI) ("Ensign") is pleased to announce that it now owns or controls 237,014,214, or approximately 86.67%, of the outstanding common shares ("Common Shares") of Trinidad Drilling Ltd. ("Trinidad"), pursuant to Ensign's offer to purchase all the Common Shares for $1.68 per share (the "Offer"). All Common Shares tendered to the Offer will be paid for within ten days of the date of deposit.
To allow remaining Trinidad shareholders an additional opportunity to tender their Common Shares and receive $1.68 per share in 2018, Ensign is extending its Offer until its final expiry at 5:00 p.m. (Toronto time) on December 21, 2018. Thereafter the Offer will expire with no further extensions.
If, during this final extension of the Offer period, Ensign does not reach the 90% tender threshold under the Offer, Ensign intends to expeditiously proceed with a second stage transaction to acquire the remaining Common Shares, at the same consideration of $1.68 per share, through a Subsequent Acquisition Transaction (as defined in the Offer). Completion of such a transaction may require up to 60 days or potentially longer from the expiry of the Offer and would be completed in the first quarter of 2019. Given Ensign's controlling interest the outcome of the second stage transaction is assured, and therefore 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.
If Ensign reaches the 90% tender threshold under the Offer by the final expiry time, Ensign will exercise the right of Compulsory Acquisition (as defined in the Offer) under the Business Corporations Act (Alberta) to acquire all the remaining Common Shares at the same consideration of $1.68 per share.
With Ensign assured it will acquire all the Common Shares it does not already own, it is in Trinidad shareholders' interests to reach the 90% tender threshold during the current extension to 5:00 p.m. (Toronto time) on December 21, 2018 so that all remaining shareholders can avoid further delay in receiving their entitlements. See the Circular accompanying the Offer for a summary description of the Compulsory Acquisition right and Subsequent Acquisition Transaction considerations.
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
Trinidad shareholders who tender before December 21, 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. Ensign is one of the world's top land-based drilling and well servicing contractors serving crude oil, natural gas and geothermal operators. Ensign's premium services include contract drilling, directional drilling, underbalanced and managed pressure drilling, rental equipment, well servicing and production services. Please visit Ensign's 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 news 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; 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); and intentions to delist the Common 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 the Offeror determines it to be appropriate.
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 the Offeror 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 holders of Common Shares in respect of the Offer, and the ability of the Offeror to acquire 100% of the Common Shares through the Offer and Compulsory Acquisition. 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.
SOURCE Ensign Energy Services Inc.
For further information: CONTACTS: Media Contact: Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, [email protected], W: (416) 867-2333, C: (647) 621-2646