Under the terms of the agreement, Weatherford will pay approximately US$2.28 billion, consisting of 26 million Weatherford common shares and approximately US$900 million in cash, based on current exchange rates. The cash portion of the consideration is payable in Canadian dollars. Acquired net book value is about US$1.63 billion. Weatherford expects the transaction to be accretive to its earnings per share and cash flow per share for 2005, before consideration of potential synergies.
Precision's Energy Services division is a global provider of cased hole and open hole wireline services, drilling and evaluation services (directional drilling, MWD, LWD and rotary steerable systems) and production services (primarily underbalanced drilling). Weatherford's cased hole wireline and underbalanced segments will be consolidated and strengthened by this transaction. Furthermore, the transaction will substantially broaden the company's open hole wireline and directional capabilities.
Precision's International Contract Drilling division is an international land rig contractor. It became a major player in the international market after its acquisition of the worldwide land drilling assets of Global Santa Fe Corporation in May 2004. Precision currently has 48 rigs, with a strong presence in the Middle East/North Africa. The land drilling assets being acquired are among the best in the industry and further bolster Weatherford's already strong presence in the Middle East. The availability of these assets will allow the company to further meet customers' bundling needs in the region.
Precision has developed innovative technologies which Weatherford is anxious to harvest. Weatherford will endeavor to accelerate the growth of these technologies with the full support of its worldwide infrastructure. Post-acquisition, the company will offer a comprehensive suite of products and services with leading technology.
In the twelve months ended December 2004, Precision Energy Services and International Drilling had revenues of C$1.1 billion. The combined divisions have approximately 5,300 employees operating in 25 countries.
Hank B, Swartout, Chairman, President and Chief Executive Officer of Precision stated, "This transaction is the result of an extensive process undertaken by the board of directors to explore possible avenues of value creation for our shareholders. After careful consideration of various strategic alternatives, the board determined this opportunity to be the best for our shareholders and for employees of the respective divisions. We believe the strategic fit with Weatherford will strengthen their global presence and provide opportunities for all stakeholders affected by this expanded Weatherford organization – shareholders, customers and employees. It is currently anticipated that a portion of the consideration received by Precision will be distributed to our shareholders following completion of the sale."
Bernard J. Duroc-Danner, Chairman, President and Chief Executive Officer of Weatherford commented, "What we are adding from Precision consolidates, strengthens and broadens critical segments of our business. Weatherford in turn will provide the Precision operations with the full support of our infrastructure, in particular in the Eastern Hemisphere. This is a growth strategy for shareholder value."
The transaction is expected to be completed during the third quarter of 2005 and is subject to regulatory approvals, including U.S. and Canadian competition filings, and to other customary closing conditions.
UBS Investment Bank acted as exclusive financial advisor to Precision. Simmons & Company International and Goldman, Sachs & Co. acted as financial advisors to Weatherford.
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