Energy Services Acquisition Corp. has entered into a Stock Purchase Agreement to acquire GasSearch Drilling Services Corporation, Parkersburg, West Virginia.
The agreed upon total acquisition cost to ESA is $23.5 million, payable in a combination of cash and stock as follows: (i) $17.5 million in cash to cover current debt and capital expenditures already planned and (ii) a number of shares of Energy Services common stock equal in value to $3.5 million based upon the arithmetic average of the closing price of Energy Services common stock as reported on the American Stock Exchange for the five consecutive trading days beginning three trading days before the announcement of the GasSearch Acquisition and the balance in cash.
GasSearch Drilling Service Corporation's entire management team will remain with the company and its President and CEO, Denny Harton, will continue to serve in that capacity. In addition, Energy Services has agreed to enter into an employment agreement with Mr. Harton, whereby Mr. Harton will become an Executive Vice President of Energy Services. In addition, at the closing or as soon thereafter as practicable, Mr. Harton will be appointed to Energy Services Board of Directors.
The closing of the GasSearch Drilling Acquisition is subject to various closing conditions including the acquisition of another business or businesses, such that the total value of the businesses acquired have an aggregate fair value of 80% of Energy Services net assets, as defined in its initial public offering. In addition, the closing of the acquisition is further conditioned on holders of less than 20% of the shares of Energy Services common stock voting against the transaction and electing to convert their Energy Services common stock into cash from the trust fund established in connection with Energy Services initial public offering.
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