Under the terms of the agreement OSCA shareholders will receive $28.00 in cash per share in a merger with a subsidiary of BJ Services Company. Great Lakes Chemical Corporation, which owns approximately 53% of OSCA's common stock, has delivered its written stockholder consent approving the transaction. The Great Lakes consent constitutes sufficient action by OSCA stockholders to approve the transaction. A special committee of independent members of OSCA's Board reviewed the transaction on behalf of the public shareholders and recommended the transaction to the complete OSCA Board, which then unanimously approved the merger agreement.
CEO J.W. Stewart commented, "An acquisition strategy with focus on product and service lines complementary to pressure pumping that add strength to the Company has been key to our success over the years. BJ has stated its objective to increase its presence in the global completion tool business. OSCA's technically advanced offering of completion tools combined with BJ's extensive geographic market presence provides an attractive opportunity for expansion of this product line. OSCA also brings to BJ a premium completion fluids business that will broaden BJ's completion services offering around the world. The combination of BJ's pressure pumping capabilities and OSCA's completion tool and fluids technologies significantly strengthens our ability to meet the increasing demand for a "packaged" completion services approach in meeting our customer's needs."
BJ's existing credit facilities are sufficient to finance the transaction and the acquisition will result in the Company's debt to capitalization ratio increasing to approximately 29%. The Company believes it can achieve $15 to $20 million in operating cost synergies in the combination and it is expected to be earnings accretive in fiscal 2003.
The transaction is expected to be completed during BJ Services' third fiscal quarter and is subject to regulatory approvals, including under the Hart-Scott-Rodino Improvements Act. Shareholders of OSCA will receive an information statement describing the transaction after clearance from the Securities and Exchange Commission.
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