Seawell Limited (NOTC:SEAW) and Allis-Chalmers Energy Inc.
(NYSE:ALY) today announced that their Boards of Directors have
unanimously approved a definitive merger agreement providing for
the acquisition of Allis-Chalmers by Seawell in a transaction
valued at approximately USD 890 million (including assumed
debt).
The combined company will have approximately 6,500 employees and
is projected by equity research analysts to have estimated revenues
of USD 1.3 billion and a contribution to capital or EBITDA of USD
195 million in 2010. The combined company will operate its Drilling
and Well Services offerings with a global footprint covering more
than 30 of the world’s key oil and gas regions including the US,
Gulf of Mexico, Brazil, Argentina, North Sea, Middle East, Africa
and Southeast Asia / Pacific.
The combined Drilling Services offering will include platform
drilling, land contract drilling, modular rigs, maintenance of
drilling systems, directional drilling technology, underbalanced
drilling, facility engineering services, rig and riser inspections,
and oilfield rentals. The company will be able to provide its
customers with fully integrated drilling services, both onshore and
offshore, with more than 4,000 experienced drilling crew members
and senior directional drillers. The Well Services offering will
include electric and mechanical wireline services, production
logging services, coil tubing services, ultrasonic investigation
logging services, down-hole cameras, and advanced well fishing
services. The combined company has a long track record of safe and
efficient operations in the North Sea, USA and South America.
Seawell’s Executive Chairman, Jorgen Peter Rasmussen, said: "We
are very pleased to welcome Allis-Chalmers’ employees and
management to Seawell. This is a major step in our quest to create
a global first-class drilling and well services company focused on
assisting our customers in producing more hydrocarbons from their
existing fields. We complement each other with a much improved
geographical footprint, similar focus on customers and a wider
range of technology and services, which we are now able to offer to
our combined customer base. We intend to build a unique and leading
company in the oilfield service sector."
Mr. Rasmussen foresees that "the merger will allow the combined
company to grow the business and profitability faster than each of
the companies on their own. We invite all Allis-Chalmers
stakeholders to join the new combined company and participate in an
exciting future as the new company will have the ambition to become
one of the largest independent well services companies."
Under the agreement, Allis-Chalmers stockholders will have the
right to elect USD 4.25 in cash or 1.15 Seawell common shares for
each share of Allis-Chalmers common stock, subject to proration if
more than 35% of the shares elect to receive cash. Shares of
Allis-Chalmers’ existing preferred stock will be treated as common
stock on an as converted basis. Based on the closing price of the
Seawell common shares on the NOTC on August 12, 2010, the implied
acquisition price represents a 28% premium to Allis-Chalmers’ six
month average stock price and a 77% premium over today’s closing
price. The merger is conditioned, among other things, on the
listing of Seawell on the Oslo Bors or the London Stock Exchange
and Seawell raising no less than an additional USD 100 million in
equity. The transaction is intended to be tax-free to stockholders
of both companies for U.S. federal income tax purposes and will be
accounted for as a purchase.
Upon completion of the merger, Jørgen Peter Rasmussen (51) will
be the combined company’s new Chief Executive Officer and
President, and a member of the Board of Directors. The new
company’s Chief Operating Officer and Executive Vice President will
be Thorleif Egeli (46) who is currently the Chief Executive Officer
of Seawell Management AS.
Allis-Chalmers' Chairman and Chief Executive Officer Munawar
(“Micki”) H. Hidayatallah said: “We are excited by the prospects of
the combination of these two companies and strongly believe that we
will greatly accelerate the execution of Allis-Chalmers’ strategic
objectives to access and develop new technologies, increase the
products and services we offer our customers and expand our global
footprint.”
The non-executive Chairman of Seawell Limited will be Saad
Bargach of Lime Rock Partners and Tor Olav Trøim will continue as
Vice-Chairman. Among the other Board members will be Alejandro
Bulgheroni, Cecilie Fredriksen, Giovanni Dell’ Orto, and John
Reynolds of Lime Rock Partners. Micki Hidayatallah will serve as a
senior advisor to the new Board.
Lime Rock Partners V, L.P. (Lime Rock) has entered into an
agreement with Seawell pursuant to which Lime Rock has, among other
things, agreed that if it votes in favor of the merger, it will
elect to receive Seawell common shares in respect of the
Allis-Chalmers preferred and common stock that it holds. Pursuant
to this agreement, Lime Rock has also agreed to vote its
Allis-Chalmers shares against any alternative transaction for a
period of nine months following any termination of the merger
agreement.
Saad Bargach, Managing Director of Lime Rock Partners and
proposed Chairman of the merged company, said, “Lime Rock is
exceptionally enthusiastic about the merger between two great
companies like Allis-Chalmers and Seawell. We believe that the
combined company’s global presence, onshore and offshore expertise,
differentiated technology, and exceptional management team will
result in an even more effective competitor in the international
oilfield service sector.”
The merger is subject to the approval of Allis-Chalmers'
stockholders as well as HSR approval, and other customary
conditions. The companies anticipate that the transaction could
close as soon as the end of the calendar year. Seawell and
Allis-Chalmers intend to file a proxy statement / prospectus with
the U.S. Securities and Exchange Commission as soon as
possible.
Alpha Corporate Finance and Goldman Sachs International are
acting as Seawell's financial advisors. Seawell's legal advisors
are Skadden, Arps, Slate, Meagher & Flom LLP, and Wiersholm,
Mellbye & Bech, advokatfirma AS. Andrews Kurth LLP and
Thommessen are legal advisors for Allis-Chalmers. RBC Capital
Markets Corporation is acting as Allis-Chalmers’ financial advisor
and rendered a fairness opinion to its Board of Directors.
Web cast /Conference Call
Seawell and Allis-Chalmers have scheduled a joint web
cast/conference call today to discuss the merger. The call will
begin at 8:00 a.m. Eastern Time and 2:00 p.m. Central European
time, on August 13, 2010.
To listen to the presentation, the following options are
available:
A: Web cast
In order to listen to the presentation on web, you need to have
installed windows media player and a sound card on your computer.
Click here to register.
B: Conference call
To access the call, which is open to the public, please contact
the conference call operator at the Participant Telephone Numbers
listed below. Please call in 20 minutes prior to the scheduled
start time, and ask for the "Seawell and Allis-Chalmers Conference
Call."
UK Toll +44 (0)20 7138 0826
UK Toll Free 0800 032 4094
US Toll +1 212 444 0481
US Toll Free 1866 239 0753
Norway Toll +47 2415 9756
Norway Toll Free 800 19639
Participants will have to quote the Confirmation Code 9583341
when dialing in to the conference.
A replay will be available through September 15, 2010. Please
use the Soundbyte Replay Access Numbers listed below:
Soundbyte Replay Access
Number:
UK Toll +44 (0)20 7111 1244
US Toll +1 347 366 9565
Norway Toll +47 2100 0498
Participants will have to quote the Confirmation Code 9583341
and press # when dialing in to the conference.
The call and replay will also be web cast on www.seawellcorp.com
and on www.alchenergy.com. Today's news release, along with other
news about Seawell and Allis-Chalmers, will be available on the
Internet at www.seawellcorp.com and at www.alchenergy.com.
This press release (and all oral statements made regarding the
subjects of this document, including on the conference call
announced herein) contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as "will," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "target," "forecast," and
other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. Seawell and
Allis-Chalmers caution readers that any forward-looking statement
is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking
statement. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed merger
involving Seawell and Allis-Chalmers, including future financial
and operating results, Seawell's and Allis-Chalmers' plans,
objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements are set forth in Allis-Chalmers’ filings with the
Securities and Exchange Commission. These include risks and
uncertainties relating to: the ability to obtain the requisite
Allis-Chalmers stockholder approval; the risk that Allis-Chalmers
or Seawell may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon
the merger; the risk that a condition to closing of the merger may
not be satisfied; the timing to consummate the proposed merger; the
risk that the businesses will not be integrated successfully; the
risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; the diversion of management time on merger-related
issues; general worldwide economic conditions and related
uncertainties; and the effect of changes in governmental
regulations. Neither Seawell nor Allis-Chalmers undertakes any
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed merger
between Seawell and Allis-Chalmers, Seawell will file with the SEC
a Registration Statement on Form F-4 that will include a proxy
statement of Allis-Chalmers that also constitutes a prospectus of
Seawell. Seawell and Allis-Chalmers will mail the proxy
statement/prospectus to the Allis-Chalmers stockholders. Seawell
and Allis-Chalmers urge investors and stockholders to read the
proxy statement / prospectus regarding the proposed merger when it
becomes available, as well as other documents filed with the SEC,
because they will contain important information. You may obtain
copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov).
You may also obtain these documents, free of charge, from Seawell's
website (www.seawellcorp.com) under the tab "Investors.” You may
also obtain these documents, free of charge, from Allis-Chalmers'
website (www.alchenergy.com) under the tab "For Investors" and then
under the heading "SEC Filings."
Participants In The Merger Solicitation
Seawell, Allis-Chalmers, and their respective directors,
executive officers and certain other members of management and
employees may be soliciting proxies from Allis-Chalmers
stockholders in favor of the merger and related matters.
Information regarding the persons, who may, under the rules of the
SEC, is deemed participants in the solicitation of Allis-Chalmers
stockholders in connection with the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about Allis-Chalmers' executive
officers and directors in its definitive proxy statement filed with
the SEC on April 30, 2010. Additional information about Seawell's
executive officers and directors and Allis-Chalmers' executive
officers and directors can be found in the above-referenced
Registration Statement on Form F-4 when it becomes available. You
can obtain free copies of these documents from Seawell and
Allis-Chalmers using the contact information above.
Use of EBITDA
This press release contains references to EBITDA, a non-GAAP
financial measure that complies with federal securities regulations
when it is defined as net income (the most directly comparable GAAP
financial measure) before interest, taxes, depreciation and
amortization. We define EBITDA accordingly for the purposes of this
press release. EBITDA, as used and defined in this press release,
may not be comparable to similarly titled measures employed by
other companies and is not a measure of performance calculated in
accordance with GAAP. EBITDA should not be considered in isolation
or as a substitute for operating income, net income or loss, cash
flows provided by operating, investing and financing activities, or
other income or cash flow statement data prepared in accordance
with GAAP. However, we believe EBITDA is useful to an investor in
evaluating operating performance because these measures:
• are widely used by investors in the
energy industry to measure a company’s operating performance
without regard to the items excluded from EBITDA, which can vary
substantially from company to company depending upon accounting
methods and book value of assets, capital structure and the method
by which assets were acquired, among other factors; and
• help investors to more meaningfully
evaluate and compare the results of our operations from period to
period by removing the effect of our capital structure and asset
base from our operating results.
There are significant limitations to using EBITDA as a measure
of performance, including the inability to analyze the effect of
recurring and non-recurring items that are excluded from EBITDA and
materially affect net income or loss, results of operations, and
the lack of compatibility of the results of operations of different
companies.
Grafico Azioni Allis-Chalmers Energy (NYSE:ALY)
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Grafico Azioni Allis-Chalmers Energy (NYSE:ALY)
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