Securities Commission Rules in Favor of High Arctic Offer for Wenzel
High Arctic Energy Services Trust through its indirect subsidiary High Arctic Energy Services Limited Partnership announced that in a decision delivered on June 30, 2006, the Alberta Securities Commission rejected the applications by Wenzel Downhole Tools Ltd. challenging aspects of the offer made by High Arctic for Wenzel shares. In addition, in the same decision the Alberta Securities Commission consented to the tender of Wenzel shares to High Arctic's offer by shareholders that had agreed to tender to High Arctic's offer and effectively ordered that the Wenzel shareholder rights plan be rendered ineffective by noon on July 5, 2006.
"We are pleased with the decisions of the Alberta Securities Commission. Our offer represents a premium price and remains the best option for Wenzel shareholders," said Jed Wood, President and Chief Executive Officer of High Arctic. "We are confident that the remaining Wenzel shareholders who have not already tendered their shares will correctly assess our offer as the best available."
On May 30, 2006, 1244467 Alberta Ltd., a wholly-owned subsidiary of High Arctic mailed a cash offer to acquire all of the shares of Wenzel for $2.75 (the "Offer"). The Offer also provides for holders of Wenzel shares to elect to receive $2.30 in cash for each Wenzel share tendered to the Offer and certain Wenzel shareholders holding more than 40% of the Wenzel shares (on a fully diluted basis) have entered into a voting and tender agreement with the Trust pursuant to which they have agreed to elect to receive $2.30 per Wenzel share. A Wenzel shareholder who does not properly indicate an election will be deemed to have elected to receive $2.75 per share for all Wenzel shares deposited under the Offer.
Shareholders of Wenzel holding approximately 35% of the Wenzel shares on a non-diluted basis and more than 40% of the Wenzel shares on a fully diluted basis have agreed to tender their Wenzel shares to the Offer and elect to receive $2.30 for each Wenzel share tendered. High Arctic does not have any collateral arrangements with such shareholders and the voting and tender agreement evidences that the major shareholders of Wenzel support the Offer even at a lower price than offered to the public.
Tendering to the Offer
The Offer will be open for acceptance until 5:00 p.m. (Calgary time) on July 5, 2006, unless withdrawn or extended. Wenzel shareholders wishing to accept the Offer must deposit their Wenzel shares, together with a properly completed and duly executed letter of transmittal with Valiant Trust Company, the depositary, at its offices in Calgary or Toronto. Wenzel shareholders whose Wenzel shares are registered in the name of an investment dealer should contact their investment advisor for assistance in depositing their Wenzel shares to the Offer. Questions may be directed to Wolverton Securities Ltd., the dealer manager, at 1-888-263-8808 (toll-free).
About High Arctic
The Trust, through its subsidiaries, is a global provider of underbalanced oilfield equipment and services, including drilling, completion and workover operations. High Arctic's new underbalanced drilling technology and equipment is recognized for its ability to improve oil and gas production capabilities and is expected to develop greater acceptance in international markets. Based in Red Deer, High Arctic has domestic operations in Alberta, British Columbia and the Northwest Territories. International operations are currently active in the Middle East and former Soviet Republics.
This press release is provided for informational purposes only and does
not constitute an offer or a solicitation of an offer to sell any securities
of Wenzel. Any offers to purchase or solicitation of offers to sell are only
made pursuant to the offer to purchase and circular dated May 30, 2006, which
can be obtained on SEDAR at www.sedar.com. Wenzel shareholders are advised to
read the offer to purchase and circular carefully and in their entirety.
- High Arctic Extends Offer for Wenzel (Jul 06)
- Securities Commission Rules in Favor of High Arctic Offer for Wenzel (Jul 04)
- High Arctic Announces $92 Million Offer to Acquire Wenzel Downhole Tools (May 31)
Company: High Arctic Energy Services Trust more info
- High Arctic Executes Expression of Interest to Sell Optimal to Schlumberger (Apr 27)
- High Arctic Continues with Restructuring Efforts (Jun 11)
- High Arctic Settles Rig Purchase Obligation (Feb 01)