Nabors' Affiliate Acquires Command Drilling
Nabors Industries, Inc. and Command Drilling Corporation jointly announced that Nabors' wholly owned subsidiary 19552 Yukon Inc. and Command have entered into a pre-acquisition agreement related to Yukon's offer to acquire Command Drilling Corporation. On September 26, 2001, Yukon made an offer to purchase all of the common shares of Command for Cdn. $3.30 cash per share. Under the agreement, Yukon's previous offer will be increased to Cdn. $3.40 cash per share. A Notice of Variation to the original Yukon offer giving effect to the increased price and extending the revised offer until 5:00 p.m. (Calgary time) on November 9, 2001, is expected to be mailed to Command shareholders on Monday, October 29, 2001.
Command's Board of Directors has unanimously approved the revised offer, resolved to recommend that shareholders accept the revised offer and waived the application of the Command Rights Plan to the revised offer. Command has agreed to take all reasonable action to support the revised offer, has agreed not to solicit further bids and has agreed to pay a break fee to Yukon in certain circumstances.
Command's officers and directors owning or controlling an aggregate of 2,469,125 shares have entered into lockup agreements to tender these shares under the revised offer. In addition, Yukon has entered into revised lockup agreements with persons who had previously agreed to tender their Command shares to Yukon that reflect the revised offer and the commitment of an additional 859,700 Command shares to the revised offer. The 3,380,100 Command shares owned by Yukon (including 441,500 shares purchased in the market since September 26, 2001), combined with the 9,546,625 Command shares and options to purchase an additional 1,325,000 Command shares represented by lockup agreements, constitute 44.5% of the outstanding Command shares on a fully diluted basis.
Gene Isenberg, Chairman and Chief Executive Officer of Nabors commented, "I am pleased that the Command Board has recommended our offer. Command has a high quality fleet of 16 relatively new rigs. Most importantly, Command has a very capable and dedicated workforce, which has helped build a reputation for quality and efficiency among their customers. Our combined operations will enable us to better serve our customers' growing gas-directed drilling requirements."
Robert Bruce, Chairman and Chief Executive Officer of Command added, "We feel we have maximized shareholder value with the thorough process which culminated in our recommending this offer today."