OMNI Energy Services Corp. (Nasdaq:OMNI), a
leading provider of environmental services and seismic services to
the domestic oil and gas industry, today announced that it has
entered into a definitive agreement under which an affiliate of
Wellspring Capital Management LLC ("Wellspring") will acquire all
of OMNI's outstanding shares for $2.75 per share in cash. The total
value of the transaction is approximately $122 million, including
assumption of debt.
The agreement has been unanimously approved by the OMNI Board of
Directors following the recommendation of a special committee of
independent directors. The cash consideration represents a
premium of 29.7% over the closing price of OMNI shares on June 3,
2010.
"We believe this transaction will deliver an immediate and
significant premium for our shareholders especially in light of the
uncertain markets after the unprecedented drop in our end markets
in 2009 and the continued current uncertainty in the Gulf of
Mexico," said Brian J. Recatto, President and Chief Executive
Officer of OMNI. "Our strategic partnership with Wellspring is
the culmination of a comprehensive process to address our balance
sheet issues and will allow us to substantially improve our capital
structure. Wellspring's strategic and financial resources will
provide us with the stability we need to be flexible and execute as
the provider of choice for our customers."
William F. Dawson, Jr., a Managing Partner of Wellspring, said,
"We look forward to working with OMNI and providing them with the
long term capital base they need in order to pursue business
opportunities, grow their capabilities and weather the volatility
of their end markets."
Completion of the transaction, which is expected in the second
half of 2010, is subject to approval by OMNI's shareholders,
regulatory approvals and customary closing conditions.
The transaction is not subject to a financing condition.
Wellspring has furnished OMNI with commitment letters for the
necessary debt financing. Three directors of OMNI, including
its Chief Executive Officer Brian Recatto, are participating with
Wellspring in the transaction.
The merger agreement allows OMNI until July 16, 2010 to actively
solicit other possible bidders and, thereafter, subject to certain
conditions, to respond to unsolicited inquiries by other persons
interested in acquiring OMNI. Stephens Inc. will assist OMNI
in connection with dealings with other possible
bidders. Should a superior proposal be received and accepted,
OMNI may, subject to certain conditions, including payment of a
"break-up" fee of approximately $1.8 million plus expenses up to
$0.75 million, terminate the merger agreement with the Wellspring
entities.
Stephens Inc. is acting as financial advisor to the special
committee of independent directors in connection with the
transaction. GulfStar Group was also engaged by the special
committee to render a fairness opinion with respect to the
transaction. Kelly Hart & Hallman LLP is serving as legal
counsel to the special committee. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is serving as legal counsel to
Wellspring.
In light of the merger agreement, OMNI will not hold its Annual
Meeting of Shareholders previously scheduled for June 9,
2010. Instead, OMNI expects to hold a Special Meeting of the
Shareholders to vote upon the approval of the merger agreement in
the second half of 2010.
About OMNI Energy Services Corp.
Headquartered in Carencro, LA, OMNI Energy Services Corp. offers
a broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and to oil and
gas companies operating primarily in the Gulf of Mexico. OMNI
provides its services through three business segments: Seismic
Services (including drilling, survey and permitting services),
Environmental and Other Services, and Equipment Leasing.
About Wellspring Capital Management
Wellspring Capital Management, founded in 1995, is a leading
middle-market private equity firm that manages more than $2 billion
of private equity capital. The firm's objective is to bring
partnership, experience and value creation to each investment.
By teaming up with strong management, Wellspring is able to
unlock underlying value and pursue new growth opportunities through
strategic initiatives, operating improvements and add-on
acquisitions. The firm functions as a strategic rather than
tactical partner, providing management teams with top-line support,
M&A experience and financial expertise, and access to
resources.
Safe Harbor Regarding Forward-Looking
Statements
Forward-looking statements in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainties
associated with the non-compliance with NASDAQ listing requirements
and the possible delisting of OMNI's securities, the ability of the
Audit Committee of the Board of Directors of OMNI, with the
assistance of management, to timely complete its internal review
related to OMNI's accounting for subordinated promissory notes in
connection with certain acquisitions which occurred in prior
periods, impact of the current economic climate, the efficacy of
the I.M.P.A.C.T. ™ cleaning technology and receipt of its patent,
the timely conversion of seismic drilling backlog into revenue, the
acceptance and use of OMNI's environmental cleaning services,
OMNI's dependence on activity in the oil and gas industry, labor
shortages, permit delays, dependence on significant customers,
seasonality and weather risks, competition, technological
evolution, the ultimate outcome of pending litigation, the
continued growth of our environmental and other services and
equipment leasing business segments, and other risks detailed in
OMNI's filings with the Securities and Exchange Commission (the
"SEC"). In addition, there are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements including, but
not limited to, the ability of OMNI to obtain shareholder approval
of the merger, the possibility that the merger will not close or
that the closing will be delayed, the merger transaction could
involve unexpected costs, liabilities or delays, OMNI's business
could suffer as a result of uncertainty, if any, surrounding the
merger transaction, contractual restrictions on the conduct of
OMNI's business set forth in the merger agreement, the potential
loss of key personnel, the outcome of, or expenses associated with,
any litigation which may arise in connection with the merger
transaction. OMNI disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this release.
Important Additional Information Will be Filed With the
SEC
OMNI plans to file with the SEC and mail to its shareholders a
Proxy Statement and a Schedule 13E-3 in connection with the
transaction. OMNI SHAREHOLDERS ARE ENCOURAGED TO READ THE
PROXY STATEMENT AND SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Investors and security holders will be able to obtain free
copies of the Proxy Statement, the Schedule 13E-3 and other
documents filed with the SEC by OMNI (when available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of such documents from OMNI by contacting OMNI Energy Services
Corp., 4500 N.E. Evangeline Thruway, Carencro, LA 70520, Attn:
Corporate Secretary, telephone 337-896-6664.
OMNI and its directors and officers may be deemed to be
participants in the solicitation of proxies with respect to the
transactions contemplated by the merger agreement. Information
regarding OMNI's directors and executive officers is contained in
OMNI's Annual Report on Form 10-K for the year ended December 31,
2009 and its proxy statement dated April 30, 2010, each of which is
filed with the SEC. You can obtain free copies of these
documents from OMNI using the contact information set forth
above. Additional information regarding interests of such
participants will be included in the Proxy Statement and the
Schedule 13E-3 that will be filed with the SEC and available free
of charge as indicated above.
OMNI&
CONTACT: OMNI Energy Services Corp.
Ronald D. Mogel, Senior Vice President and
Chief Financial Officer
(337) 896-6664
Kekst and Company
For Wellspring Capital Management
Mark Semer
Micheline Tang
(212) 521-4800
Stephens Inc.
Ronald S. Montalbano, CFA
(713) 933-0381
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