CALGARY, April 3, 2012 /CNW/ - Flint Energy Services Ltd. ("Flint") announces the results of its special meeting of holders of common shares ("Common Shares") and holders of options to purchase Common Shares ("Options", and together with the Common Shares, the "Securities", holders of which are collectively referred to as the "Securityholders"), held today to consider and to vote on a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) pursuant to which URS Canada Holdings Ltd., a subsidiary of URS Corporation ("URS"), will acquire all of the Common Shares, and all outstanding Options will be surrendered to Flint. Under the Arrangement, holders of Common Shares will receive $25.00 (CAD) in cash for each Common Share held. By special resolution passed at the meeting of Securityholders, the Arrangement was approved by 99.99% of the votes cast by Securityholders (voting together as a single class), and by 99.99% of the votes cast by the holders of Common Shares (voting separately).
Flint also announces that, following the special meeting, the Alberta Court of Queen's Bench has granted its final order approving the Arrangement.
Under the arrangement agreement between Flint and URS entered into on February 20, 2012, the closing of the Arrangement is subject to certain regulatory approvals. Certain approvals have been obtained, and the parties are diligently pursuing all remaining approvals. Closing of the Arrangement is expected to occur in May 2012.
Flint Energy Services Ltd. is a leading service company providing an expanding range of integrated products and services for the oil and gas industry including: production services; infrastructure construction; oilfield transportation; and maintenance services. With approximately 10,000 employees, Flint provides this unique breadth of products and services through over 80 strategic locations in the oil and gas producing areas of Western North America, from Inuvik in the Northwest Territories to Mission, Texas on the Mexican border. Flint is a preferred provider of infrastructure construction management, module fabrication, maintenance services for upgrading, and production facilities in Alberta's oil sands sector.
FORWARD LOOKING STATEMENTS
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement, Flint has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary regulatory and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.
Risks and uncertainties inherent in the nature of the Arrangement include the failure of Flint or URS to obtain necessary regulatory and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Flint or URS to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information contained in this press release are made as of the date hereof and Flint undertakes no 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.
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