Energy Services Acquisition Corp. Enters into Agreement to Acquire S.T. Pipeline, Inc.
24 Gennaio 2008 - 2:47PM
PR Newswire (US)
HUNTINGTON, W.Va., Jan. 24 /PRNewswire-FirstCall/ -- Energy
Services Acquisition Corp. (AMEX:ESAAMEX:ESA-UAMEX:ESA-W) ("Energy
Services") announced today that it has entered into an Agreement
and Plan of Merger to acquire S.T. Pipeline, Inc., Clendenin, West
Virginia (the "S.T. Pipeline Acquisition") Pursuant to the
agreement to acquire S.T. Pipeline, shareholders of S.T. Pipeline
shall have a right to receive up to $15,200 per share in cash, or
$19.0 million in the aggregate, subject to a reduction to reflect
the book value of certain assets and a further reduction of $3.0
million that will be paid to S.T. Pipeline shareholders on a
deferred basis. In addition, Energy Services has agreed to enter
into a three-year employment agreement with James E. Shafer and a
non-compete agreement with Pauletta Sue Shafer, the owners of S.T.
Pipeline. Each of Mr. and Mrs. Shafer has agreed to vote their
shares in favor of the S.T. Pipeline Acquisition. Any payments to
shareholders of S.T. Pipeline will be adjusted upward to reflect
the additional tax of S.T. Pipeline's Shareholders as a result of
the parties' election under Internal Revenue Code Section
338(h)(10). The closing of the S.T. Pipeline Acquisition is subject
to various closing conditions, including the acquisition of another
business or businesses, such that the total value of the businesses
acquired have an aggregate fair value of 80% of Energy Services net
assets, as defined in its initial public offering. In addition, the
closing of the acquisition is further conditioned on holders of
less than 20% of the shares of Energy Services common stock voting
against the transaction and electing to convert their Energy
Services common stock into cash from the trust fund established in
connection with Energy Services initial public offering. About S.T.
Pipeline S.T. Pipeline is a company that began business in 1984 and
converted to its current structure in 1990. It was founded by Jim
and Sue Shaffer. The company is engaged in servicing the oil and
gas industry primarily through the installation and repairs of
pipelines. The company has an excellent record and reputation in
the business community. Mr. Jim Shafer from ST Pipeline said that
he "was looking forward to the opportunity to align his company
with Energy Services, which he felt would provide his company with
a strong capital position that would enable ST Pipeline to continue
to grow and expand to meet the needs of its customers." About
Energy Services Corp. Based in Huntington, West Virginia Energy
Services is a publicly traded, special purpose acquisition company
("SPAC") formed to invest in or acquire companies in the energy
services industry. The contemplated transaction is subject to
shareholder approval, along with certain regulatory approvals
including the filing of a proxy statement with the Securities and
Exchange Commission. "This is truly an exciting time to be in the
energy services business and we feel very fortunate to have Jim and
Sue Shafer bring their great company into the Energy Services
family," said Marshall Reynolds, the Chairman and CEO of Energy
Services. Forward Looking Statements This press release includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These forward-looking statements are based on
current expectations and projections about future events and no
party assumes on obligation to update any such forward-looking
statements. These forward- looking statements are subject to known
and unknown risks, uncertainties and assumptions about Energy
Services or S.T. Pipeline that may cause actual results to be
materially different from any future results expressed or implied
by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other
similar expressions. Factors that might cause our future results to
differ from those statements include, but are not limited to, the
failure of Energy Services' stockholders to approve the acquisition
and the transactions contemplated thereby; the number and
percentage of Energy Services' stockholders voting against the
acquisition and electing to exercise their redemption rights;
changing and interpretations of generally accepted accounting
principles; costs associated with continued compliance with
government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which
S.T. Pipeline is engaged; the continued ability of S.T. Pipeline to
successfully execute their business plan involving the proper
management of its human resources and assets; demand for the
products and services that S.T. Pipeline provides. Additional
Information This communication is being made in respect of the
proposed transactions involving S.T. Pipeline and Energy Services.
In connection with the proposed transaction, Energy Services will
file with the Securities and Exchange Commission ("SEC") a proxy
statement on Schedule 14A for the stockholders of Energy Services
describing the proposed transaction. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISIONS, INVESTORS ARE ADVISED TO READ, WHEN
AVAILABLE, ENERGY SERVICES DEFINITIVE PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES FOR THE MEETING OF ITS
SHAREHOLDERS BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. The definitive proxy statement will be mailed to
stockholders as of a record date to be established for voting on
the proposed transaction. Stockholders will also be able to obtain
a copy of the definitive proxy statement and other documents
related to the transaction that are filed with the SEC, without
charge, once available, at the SEC's Internet site
(http://www.sec.gov/) or by directing a request to Energy Services
Acquisition Corp. at 2450 First Avenue, Huntington, West Virginia.
As a result of the review by the SEC of the proxy statement, Energy
Services may be required to make changes to its description of the
acquired business or other financial or statistical information
contained in the proxy statement. Energy Services and its directors
and officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction with S.T. Pipeline. Information
regarding Energy Services' directors and executive officers is set
forth in Energy Services final prospectus dated August 30, 2006 and
the proxy statement relating to the proposed transaction with
Energy Services and their stockholders when it becomes available.
Energy Services final prospectus also contains a description of the
security holdings of the Energy Services' officers and directors
and of Ferris Baker Watts, the managing underwriter of Energy
Services initial public offering consummated on September 6, 2006,
and their respective interests in the successful consummation of
this business combination. DATASOURCE: Energy Services Acquisition
Corp. CONTACT: Edsel R. Burns of Energy Services Acquisition Corp.,
+1-304-522-3868
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