Nabors Makes Offer for Command Drilling
19552 Yukon Inc., an affiliate of Nabors Industries, Inc., intends to make a cash offer to acquire all of the common shares of Command Drilling Corporation at a price of (Canadian) $3.30 per share, representing a 20% premium over the closing price of the Command shares on September 14, 2001.
Nabors has entered into permitted lock-up agreements (as contemplated by the Command rights plan) with shareholders and optionholders of Command who own or control an aggregate of 7,016,550 common shares of Command and options to acquire an aggregate of 526,250 common shares of Command, pursuant to which such shareholders and optionholders have agreed (subject to the terms and conditions of the lock-up agreements) to deposit their common shares of Command (including common shares of Command acquired upon exercise of such options) pursuant to the offer intended to be made by, or on behalf of, Nabors. As a result, Nabors may be considered to have acquired ownership of, or control over, such securities, which Nabors believes constitutes approximately 24% of the outstanding common shares of Command (or 25% after giving effect to the exercise of the options).
As a result of the lock-up agreements and prior market purchases, Nabors may be considered to have acquired ownership of, or control or direction over, an aggregate of 10,481,400 common shares of Command (including an aggregate of 526,250 common shares of Command subject to options), which Nabors believes constitutes approximately 35% of the outstanding common shares of Command after giving effect to the exercise of the options.
The offer is intended to be made to Command shareholders as soon as practicable and will be conditional upon, among other matters, the deposit of a minimum percentage of the common shares of Command in acceptance thereof, the removal of any impediment constituted by Command's poison pill and the receipt of requisite regulatory approvals.