CALGARY, ALBERTA–(Marketwired – July 22, 2013) – Calmena Energy Services Inc (TSX:CEZ) (“Calmena” or the “Company”) is pleased to announce that it has entered into a binding definitive agreement (the “Agreement”) to sell all of its remaining Canadian Contract Drilling assets to CanElson Drilling Inc. (“CanElson”) for a purchase price of $15.0 million. The purchase price is comprised of all cash and is not subject to CanElson obtaining financing. The closing is subject to certain conditions and is expected to occur on July 24, 2013. The proceeds will be used to reduce corporate indebtedness.
During the second quarter of 2013 Calmena completed two separate and unrelated transactions where the Company divested of Canadian Contract Drilling assets for total proceeds of $3.4 million. Proceeds were comprised of $1.4 million in cash and $2.0 million in settlement of other payables. The cash proceeds were used to reduce corporate indebtedness.
The divestiture of the Canadian Contract Drilling assets is being undertaken in conjunction with Calmena’s previously announced process to explore strategic alternatives. The strategic alternatives process is ongoing and it remains Calmena’s intention not to disclose developments with respect to the process unless and until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary or appropriate.
Peters and Co. Limited has been engaged to act as financial advisor in connection with the process.
ABOUT CALMENA ENERGY SERVICES INC.
Calmena is a diversified energy services company that provides well construction services to its customers operating in Canada, the United States, Latin America and the Middle East and North Africa. The common shares of Calmena trade on the Toronto Stock Exchange (TSX) under the symbol “CEZ”.
FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking statements relating to Calmena’s plans, strategies, objectives, expectations and intentions. Expressions such as “may”, “anticipate”, “expect”, “believe”, “intend”, “will”, and similar expressions and statements are intended to identify forward looking statements. These statements are only predictions and actual events or results may differ materially. Although Calmena believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Calmena’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Calmena. In particular, forward-looking statements included in this news release include, but are not limited to, statements with respect to the timing of, and conditions to, the closing of the sale of Calmena’s Canadian Contract Drilling assets to CanElson; the use of proceeds from the sale of the Company’s Canadian Contract Drilling assets to CanElson; and Calmena’s plans to identify, examine and consider strategic alternatives available to the Company.
These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Calmena’s control, including, but not limited to, failure to successfully negotiate and/or complete a transaction, including the sale of the Canadian Contract Drilling assets to CanElson; the impact of general economic conditions; industry conditions and changes in industry conditions; volatility of commodity prices; decreased demand for energy services; competition from other energy services providers; the lack of availability of qualified personnel or management; ability of Calmena to re-finance or extend the maturity date of its senior debt and generate positive cash flow; failure of counter parties to perform on contracts; failure to successfully negotiate new contracts or renew existing contracts; failure to successfully deploy rigs; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; risks associated with international operations, including, but not limited to, effect of civil unrest on the Company’s operations in Libya; seasonality; loss of key customers; fluctuations in foreign exchange or interest rates and stock market volatility; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to, oilfield equipment rentals and production and ancillary services; liabilities and risks, including environmental liabilities and risks inherent in oil and natural gas operations; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; ability to access sufficient capital from internal and external sources; failure to successfully negotiate contracts for drilling rig operations; failure to realize the anticipated benefits of Calmena’s investments; and the other risks considered under “Risk Factors” in our annual information form for the year ended December 31, 2012 which is available on www.sedar.com.
With respect to forward-looking statements contained in this news release, Calmena has made assumptions regarding, but not limited to: current commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; ability of Calmena to re-finance or extend the maturity date of its senior debt; ability of Calmena to renew existing contracts and enter into new contracts; rig utilization and pricing; future exchange rates; the impact of increasing competition; conditions in general economic and financial markets; industry conditions; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to oilfield equipment rentals and production and ancillary services; effects of regulation by governmental agencies; trends in Calmena’s operations; and future operating costs.
Calmena’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Calmena will derive therefrom. Readers are cautioned that the foregoing lists of factors are not exhaustive.
These forward-looking statements are made as of the date of this news release and Calmena disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Hank B. Swartout
(403) 366-2066 (FAX)
Calmena Energy Services Inc.
John R. King
President and Chief Executive Officer
(403) 366-2066 (FAX)