The offer of $3.30 per common share represents a 20% premium over the closing trading price of the common shares on The Toronto Stock Exchange on September 14, 2001, the last day of trading prior to the announcement by Nabors of its intention to make the offer, a 27% premium over the weighted-average trading price for the 10-day period prior to the August 23, 2001, announcement by Command of the formation of a special committee to consider and evaluate Command's long-term, strategic direction and a 65% premium over Command's June 2000 $2.00 initial public offering price.
The offer will be open for acceptance until 5:00 p.m. (Calgary time) on Thursday, November 1, 2001, unless withdrawn or extended. The offer is conditional (unless waived or amended by Nabors) upon, among other conditions: (a) there being validly deposited under the offer and not withdrawn that number of Common Shares as represents, together with the Common Shares owned by Nabors and its affiliates, at least 66 2/3% of the Common Shares outstanding on a fully-diluted basis; and (b) the Rights Plan of Command being waived or the outstanding Rights of Command being redeemed or the Rights Plan otherwise being rendered ineffective with respect to the Offer.
Nabors has entered into permitted lock-up agreements (as contemplated by the Command Rights Plan) with shareholders and optionholders of Command who own or control an aggregate of 7,016,550 common shares of Command and options to acquire an aggregate of 526,250 common shares of Command, pursuant to which such shareholders and optionholders have agreed (subject to the terms and conditions of the lock-up agreements) to deposit their common shares of Command (including common shares of Command acquired upon exercise of such options) pursuant to the offer.
CIBC World Markets Corp. is acting as financial advisor as well as dealer manager in the United States. CIBC World Markets Inc. and Emerging Equities Inc. are acting as dealer managers in Canada.
Nabors believes that Command's people, assets and industry experience will complement Nabors' Canadian operations, and will create a stronger and more competitive unit. Command's fleet of 15 rigs (including 9 diesel electric rigs) and a 16th deep drilling, diesel electric rig under construction, are expected to substantially augment Nabors' existing Canadian fleet of 36 shallow to deep depth rigs. This expanded fleet should permit Nabors to better serve its US Lower 48 customers who are also expanding their operations in Canada. The acquisition also is expected to provide Nabors with access to management known for their commitment to safety and high-quality operations, as well as their knowledge and experience in new rig building. Command's seasoned drilling personnel should make a strong addition to Nabors' work force in Canada at a time when trained labour available for drilling operations is constricting. In addition, Command will have access to Nabors' customers, capital structure, purchasing power and other economies of scale that should permit more efficient operations for the combined Canadian business.
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