- Surpassing the 66 2/3% mark ensures that Ensign will be able to complete a subsequent acquisition transaction to acquire the remaining Trinidad Shares
- Ensign and Trinidad agreed to replace Trinidad board of directors
- Precision Drilling arrangement agreement with Trinidad terminated
- Shareholders who have not tendered can tender today by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at firstname.lastname@example.org
CALGARY, Nov. 28, 2018 /CNW/ – Ensign Energy Services Inc. (TSX:ESI) (“Ensign”) announces that Ensign and Trinidad Drilling Ltd. (“Trinidad”) agreed to replace the Trinidad board of directors with five nominees of Ensign after the announcement by Precision Drilling of the termination of the arrangement agreement between Trinidad and Precision Drilling. The board of directors of Trinidad is now comprised of Robert H. Geddes, Gary Casswell, James B. Howe, Len O. Kangas and John G. Schroeder. Ensign and Trinidad also agreed that Mr. Geddes and Michael Gray should be appointed as President and Chief Operating Officer, and Chief Financial Officer, respectively, of Trinidad. Ensign has acquired an additional aggregate of 1,500,000 common shares (“Trinidad Shares”) of Trinidad, such that Ensign owns or controls 182,474,767, or approximately 66.73%, of the outstanding Trinidad Shares. The additional Trinidad Shares were acquired in ordinary course market purchases by Ensign’s wholly-owned subsidiary Ensign Holdings Inc. on November 28, 2018 at a maximum price of $1.68, and an average price of $1.6769, per share in accordance with applicable securities laws.
With a controlling interest of greater than 66 2/3 of the Trinidad Shares, Ensign will succeed in acquiring all of the Trinidad Shares at $1.68 per share, either through a Compulsory Acquisition or a Subsequent Acquisition Transaction (as defined in the Offer) to acquire the remaining shares. Completion of such transactions may require up to 60 days or potentially longer from the expiry of the Offer. Given Ensign’s controlling interest, however, the outcome of the second stage is assured, and remaining Trinidad shareholders are encouraged to immediately tender to the Offer in order to expedite their receipt of the $1.68 cash per share entitlement under the Offer.
If Ensign reaches the 90% tender threshold under the Offer, Ensign will exercise the right of compulsory acquisition under the Business Corporations Act (Alberta) to acquire all of the remaining Trinidad Shares at $1.68 per share as described in the Offer.
Under securities laws applicable to the current mandatory extension of the Offer, remaining Trinidad shareholders who tender to the Offer extension are only legally required to be paid for their Trinidad Shares within ten days of their tender of Trinidad Shares. Remaining Trinidad Shareholders who now wish to tender their Trinidad Shares and receive their cash proceeds from the Offer as soon as possible are urged to tender NOW and demand that their intermediaries submit their tender immediately, rather than wait to tender until the expiry of the Offer on December 10, 2018.
After completion of such a Subsequent Acquisition Transaction or Compulsory Acquisition, Ensign will seek to delist the Trinidad Shares from trading on the Toronto Stock Exchange.
AVOID DELAYS, CONTACT KINGSDALE ADVISORS TO TENDER YOUR SHARES
Remaining Trinidad shareholders who tender before the expiry of the extended Offer on December 10, 2018 will be paid within 10 days of the date of deposit of their shares to the Depositary. For assistance in depositing Trinidad Shares to the Offer, Trinidad shareholders should contact Kingsdale Advisors, the information agent and depositary for the Offer, at 1-866-581-1514 (North American Toll-Free Number) or +1-416-867-2272 (Outside North America) or via email at email@example.com.
Ensign is a global leader in oilfield services, headquartered out of Calgary, Alberta, operating in Canada, the United States and internationally. We are one of the world’s top land-based drilling and well servicing contractors serving crude oil, natural gas and geothermal operators. Our premium services include contract drilling, directional drilling, underbalanced and managed pressure drilling, rental equipment, well servicing and production services. Please visit our website at www.ensignenergy.com.
Ensign’s common shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI.
This news release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Ensign or Trinidad.