Under the terms of the agreement, Drillers shareholders will receive C$1.85 in cash per common share of Drillers, valuing the transaction at approximately C$72 million, including the assumption of long term debt. The Offer represents a 14% premium to Drillers shareholders based on the weighted average price of Drillers common shares on the TSX for the 30 previous days ending Monday, October 3, 2005 and a 10% premium over Monday's closing price of C$1.68. The Offer is being financed through a credit facility provided to Saxon by Standard Bank PLC.
Certain shareholders, officers and directors of Drillers, holding approximately 42% of the outstanding shares of Drillers, have agreed to enter into lock-up and support arrangements with Saxon under which they will tender their shares to the Saxon bid. Drillers has agreed not to solicit third party interest regarding an alternative transaction, subject to fiduciary obligations. If the transaction terminates, in certain circumstances Saxon will receive a break-up fee of C$1.7 million.
The transaction is being effected by way of a take-over bid and is expected to close no later than November 24, 2005. The transaction is conditional upon at least 66 2/3% of the outstanding Drillers shares being deposited in the bid, requisite regulatory approvals, as well as satisfaction of other customary conditions. Complete details of the transaction will be contained in the take-over bid circular, which Saxon intends to mail to Drillers' shareholders no later than October 19, 2005.
The Board of Directors of Drillers has unanimously approved the proposed transaction and has concluded the transaction is in the best interest of its shareholders and the Drillers board has resolved to recommend that its shareholders accept the Offer.
Westwind Partners Inc. acted as financial advisor to Saxon. Raymond James Ltd. acted as financial advisor to Drillers and has provided the Board of Directors of Drillers with a verbal opinion, subject to review of final documentation, that the consideration under the Offer is fair, from a financial point of view, to the holders of common shares of Drillers.
Walter Dawson, Chief Executive Officer of Saxon, commented "While staying within our core area of expertise, the expansion into Canada and Mexico is in keeping with Saxon's strategic plan to diversify geographically. Furthermore, the acquisition provides Saxon a larger platform to effect its strategy of regional consolidation, a strategy that has been enhanced with the recent addition of Saxon's new executive team."
Dale Tremblay, recently appointed President and Chief Operating Officer of Saxon, stated "As we continue to build Saxon into a world class, internationally recognized competitor in the oilfield services sector, we will continue to pursue accretive growth opportunities such as the acquisition of Drillers."
Ronald Gnyra, President and CEO of Drillers, commented "Drillers represents a solid strategic fit for Saxon. The proven experience of the Drillers employees in Mexico and Western Canada will add significant depth and knowledge to the Saxon operating team."
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