Hercules Merger Consideration in Acquisition of TODCO
Hercules Offshore, Inc. announced the merger consideration expected to be paid to TODCO stockholders in the merger of Hercules Offshore and TODCO, which was completed on July 11, 2007. Neither the stock component nor the cash component of the merger consideration was over-subscribed. Therefore, TODCO stockholders who elected to receive cash will receive cash, and TODCO stockholders who elected to receive stock will receive shares of Hercules Offshore common stock, with cash in lieu of fractional shares.
Hercules Offshore expects to pay a total of approximately $925,776,000 in cash to TODCO stockholders, plus cash in lieu of fractional shares, and to issue approximately 56.6 million shares of Hercules Offshore common stock pursuant to the merger agreement. The calculation of the merger consideration is based on, among other things, the number of shares of TODCO common stock outstanding immediately prior to the completion of the merger, the final results of the election and guaranteed delivery process, and the average closing price of Hercules Offshore common stock on NASDAQ for the 10 trading days ending on July 6, 2007 (the "Final Hercules Stock Price"), or approximately $33.157. The final merger consideration and the cash and stock allocation will be determined by Hercules Offshore and will be paid in accordance with the formula contained in the merger agreement.
Based upon current calculations, TODCO stockholders who elected to receive cash consideration are expected to receive approximately $48.46 in cash per share of TODCO common stock, and TODCO stockholders who elected to receive stock are expected to receive approximately 1.4616 shares of Hercules Offshore common stock per share of TODCO common stock.
TODCO stockholders who failed to make a valid and timely election to receive cash or Hercules Offshore common stock are expected to receive merger consideration consisting of a combination of approximately $20.145 in cash per share of TODCO common stock and 0.854 shares of Hercules Offshore common stock, plus cash in lieu of fractional shares.
For stockholders of TODCO who did not deliver the required stock certificates or otherwise validly complete an election and/or required guaranteed delivery procedure in time for the election or guaranteed delivery deadline, the shares of TODCO common stock subject to that stockholder's cash or stock election will be treated as shares that did not make a valid election.
Hercules Offshore completed the acquisition of TODCO on Wednesday, July 11, 2007. The Company entered into a new $1,050.0 million credit facility, consisting of a $900.0 million term loan and a $150.0 million revolving credit facility, in connection with the merger.
For important information regarding the merger and the cash and stock consideration to be paid under the merger agreement, investors are urged to read the definitive joint proxy statement/prospectus dated June 1, 2007, filed with the Securities and Exchange Commission.
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