- Shareholders of Trinidad to receive $1.68 in cash per Trinidad common share
- Offer represents approximately a 20% premium to the volume weighted average price of the common shares of Trinidad on the TSX for the trading days between August 1, 2018 through August 10, 2018, after Trinidad announced on August 1, 2018 the end of its strategic review process
- Fully funded all-cash offer provides immediate liquidity and certainty of value to Trinidad shareholders
CALGARY, Aug. 30, 2018 /CNW/ - Ensign Energy Services Inc. (TSX: ESI) (the "Corporation" and together with its subsidiaries, ("Ensign")) announced today that its wholly-owned subsidiary Ensign Holdings Inc. (the "Offeror") has formally commenced the previously announced offer (the "Offer") to acquire all of the issued and outstanding common shares (the "Common Shares") of Trinidad Drilling Ltd. ("Trinidad") (TSX: TDG). The Offer will remain open until 5:00 p.m. (Toronto time) on December 14, 2018 unless extended, accelerated or withdrawn by the Offeror in accordance with the terms of the Offer.
Under the terms of the Offer, the Offeror has offered to acquire all outstanding Common Shares of Trinidad for $1.68 per share in cash. This Offer represents approximately a 20% premium to the volume weighted average price of the Common Shares on the TSX for the trading days between August 1, 2018 through August 10, 2018, after Trinidad announced on August 1, 2018 the end of its strategic review process.
The notice and advertisement of the Offer appear in the August 30, 2018 editions of the National Post and Le Devoir, and the Offeror will file the Offer and related take-over bid circular (the "Offer to Purchase and Circular") and related documents with Canadian securities regulatory authorities on SEDAR. Copies of the Offer to Purchase and Circular and related documents will be available online at www.sedar.com and www.ensignenergy.com/TrinidadOffer. The Offeror has received the Trinidad securityholder list and intends to mail the Offer to Purchase and Circular and related documents to Trinidad's securityholders as soon as practicable.
Ensign encourages Trinidad shareholders 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 Common Shares to the Offer.
For assistance in depositing Common 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].
The Offer is subject to a number of customary conditions for such a bid including, without limitation, the statutory minimum tender condition of 50% of the Common Shares; the deposit under the Offer of Common Shares, together with the associated shareholder rights under Trinidad's shareholder rights plan and Common Shares held by Ensign, representing at least 66-2/3% of the outstanding Common Shares; receipt of all necessary regulatory approvals; no material adverse change affecting Trinidad; and Trinidad's shareholder rights plan being waived, invalidated or cease-traded. The conditions to the Offer are fully described in the Offer to Purchase and Circular. The Offer is not subject to the approval of Ensign's shareholders and is not subject to any financing or due diligence conditions.
Ensign owns 26,863,239 Trinidad Common Shares, representing approximately 9.8% of Trinidad's outstanding Common Shares.
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.
Ensign's common shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI.
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information within the meaning of certain securities laws, including the Securities Act (Alberta).
This document contains forward-looking statements based upon current expectations that involve a number of business risks and uncertainties. Specifically, forward-looking information in this news release includes statements respecting our objectives, intentions and statements with respect to the anticipated timing, mechanics and completion of the Offer. Forward-looking information is based on a number of assumptions, and subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements. Risks include but are not limited to the risk that the conditions to the Offer will not be satisfied on a timely basis or at all and the failure of the transaction to be consummated for any other reason, competitive responses to the announcement of the Offer, actions that may be taken by Trinidad or by its securityholders in respect of the Offer, as well as additional risks disclosed in filings made by the Corporation with Canadian securities regulatory authorities. There can be no assurance that the Offer will be successful or that, if successful, that the combination of the operations of Ensign and Trinidad will achieve the anticipated benefits. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. For a more detailed description of the risk factors and uncertainties that face the Corporation and the industry in which it operates, refer to the "Risks and Uncertainties" section of our current Management's Discussion & Analysis and the section titled "Risk Factors" in our current Annual Information Form filed by Ensign with the securities regulatory authorities, available at www.sedar.com.
SOURCE Ensign Energy Services Inc.
For further information: Contacts: Bob Geddes, President & Chief Operating Officer, Ensign Energy Services Inc., [email protected], W. (403) 260-6250; Michael Gray, Chief Financial Officer, Ensign Energy Services Inc., [email protected], W. (403) 260-2215; Media Contact: Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, [email protected], W: (416) 867-2333, C: (647) 621-2646