- Written communication by the subject company relating to a third party tender offer (SC14D9C)
09 Agosto 2010 - 11:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SUPERIOR WELL SERVICES, INC.
(Name of Subject Company)
SUPERIOR WELL SERVICES, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86837X105
(CUSIP Number of Class of Securities)
David E. Wallace
Superior Well Services, Inc.
Chief Executive Officer
1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701
(724) 465-8904
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Brett E. Braden
Michael E. Dillard
Latham & Watkins LLP
717 Texas Avenue, Suite 1600
Houston, Texas 77002
(713) 546-5400
þ
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Nabors Industries Ltd. and Superior Well Services, Inc. Announce Definitive Merger Agreement
Hamilton, Bermuda; Indiana, Pennsylvania
, August 9, 2010 /PRNewswire FirstCall Nabors
Industries Ltd. (Nabors) (NYSE: NBR) and Superior Well Services, Inc. (Superior Well Services)
(NASDAQ: SWSI) today announced that they have entered into a definitive merger agreement
whereby Nabors will acquire Superior Well Services. The agreement contemplates that
Nabors will commence a tender offer for all outstanding shares of Superior Well Services
common stock at a price of $22.12 per share in cash in accordance with the merger agreement. The
transaction is valued at approximately $900 million.
Gene Isenberg, Nabors Chairman and CEO, commented: For some time now, we have evaluated
integrating more service offerings into our business, particularly internationally. Although we
expect this acquisition by itself to be significantly accretive to 2011 results, our major
motivator was the opportunity to leverage this well respected franchise into a global force
utilizing our extensive international footprint and resources.
In addition to the upside associated with expanding internationally, we expect to derive
significant synergies in North America by integrating pumping services with our drilling and
workover offerings. The most readily identifiable economies will be derived from our own Oil and
Gas entities, with further benefits dependent upon how quickly we can increase activity across more
of our fleet. Superior Well Services broad U.S. presence complements that of both our
U.S. Land Drilling and Well-servicing operations and augments our expansion into areas such as the
Marcellus shale region.
Superior Well Services possesses one of the newest fleets in the industry with over
430,000 hydraulic fracturing horsepower. This high quality fleet is operated by a very capable,
well managed organization that can quickly become a substantial unit of Nabors. This transaction
also provides good value to the Superior Well Services stockholders as the offer price
represents an attractive premium to the 30-day average closing stock price.
Superior Well Services Chairman and CEO David Wallace said: We are very pleased to be joining
forces with Nabors. This complementary combination of the largest land drilling contractor in the
world with a leader in technical pumping will make both organizations stronger and better able to
meet our customers needs not only in the U.S., but around the world. We believe this transaction
will deliver an immediate and significant premium for our shareholders.
Holders of approximately 34% of Superior Well Services outstanding shares of common
stock have entered into agreements agreeing to tender their shares. Nabors expects to commence the
tender offer promptly and expects the offer to close by the end of the third quarter. Following
completion of the tender offer, Nabors will acquire any remaining shares of Superior Well
Services through a second-step merger at the same price paid in the tender offer.
Under the terms of the agreement approved by the boards of directors of both companies, the tender
offer is conditioned on the tender of at least a majority of Superior Well Services
shares
calculated on a fully diluted basis and other customary closing conditions, including the receipt
of regulatory approvals. In addition, the merger agreement requires Superior Well Services
to pay Nabors a termination fee of approximately $22.5 million and reimbursable expenses of up
to $5 million in the event that the agreement is terminated for certain reasons.
Nabors will hold a conference call to discuss the proposed transaction at 4:00 p.m. Eastern / 3:00
p.m. Central Time on Monday, August 9, 2010. Slides will be posted on the Nabors website shortly
before the call and can be accessed at
www.nabors.com
, under Investor Relations Events Calendar.
Please use the following dial-in information:
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Dial-in-number:
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Domestic:
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(877) 941-1429
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International:
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(480) 629-9666
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Conference ID:
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4348270
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Please call ten minutes ahead of time to ensure proper connection. The conference call will be
recorded and available for replay for one week, beginning at 6:00 p.m. Central Time on August 9,
2010. To hear the recording, please call (877) 870-5176 domestically or (858) 384-5517
internationally and enter conference ID 4348270.
UBS Investment Bank and Milbank, Tweed, Hadley & McCloy LLP acted as advisors to Nabors, while
Simmons & Company International and Latham & Watkins LLP advised Superior Well Services.
Important Additional Information Will Be Filed with the U.S. Securities and Exchange Commission
This press release is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Superior Well Services common stock. The
tender offer described in this press release has not yet commenced. At the time the tender offer
is commenced, a subsidiary of Nabors will file with the Securities and Exchange Commission (the
SEC) a Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of
transmittal and other offer documents), and Superior Well Services will file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9. INVESTORS AND SUPERIOR WELL
SERVICES SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY AS
THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.
These documents and other documents filed by Nabors and Superior Well Services with the
SEC will be available at no charge on the website maintained by the SEC at
www.sec.gov
. The Tender
Offer Statement on Schedule TO and related materials (when they become available) may be obtained
for free at
www.nabors.com
or by directing a request to Nabors Industries Ltd., C/O Nabors
Corporate Services, 515 W. Greens Rd., Houston, Texas 77067, Attention: Investor Relations. The
Solicitation/Recommendation Statement on Schedule 14D-9 (once it becomes
available) may be obtained for free at
www.swsi.com
or by directing a request to Superior Well
Services, Inc., 1380 Rt. 286 East, Suite #121, Indiana, PA, 15701, Attention: Investor
Relations.
None of the information included on any Internet Web site maintained by Nabors, Superior Well
Services or any of their affiliates, or any other Internet Web site linked to any such Web
site, is incorporated by reference in or otherwise made a part of this press release.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934 that are not limited to historical facts, but
reflect Nabors and Superior Well Services current beliefs, expectations or intentions
regarding future events. No assurance can be given that the acquisition of Superior Well
Services by Nabors will be completed, that completion will not be delayed, or that Nabors will
realize the anticipated benefits of the transaction. Risks could include the parties expectations
with respect to the synergies, costs and other anticipated financial impacts of the proposed
transaction; future financial and operating results of the combined company; the combined companys
plans, objectives, expectations and intentions with respect to future operations and services; any
necessary approval of the proposed transaction by stockholders and by governmental regulatory
authorities; the satisfaction of the closing conditions to the proposed transaction; the timing of
the completion of the proposed transaction; the possibility that the proposed transaction is
delayed or does not close, including due to the failure to receive any required stockholder or
regulatory approvals, the taking of governmental action (including the passage of legislation) to
block the transaction, or the failure of other closing conditions; the possibility that the
expected synergies will not be realized, or will not be realized within the expected time period;
the impact of labor relations, global economic conditions, competitive actions taken by other
companies, natural disasters, difficulties in integrating the two companies, or regulatory matters.
Nabors and Superior Well Services caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk factors is contained in Nabors
and Superior Well Services most recently filed annual reports on Form 10-K, subsequent
quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other SEC filings. All
subsequent written and oral forward-looking statements concerning Nabors, Superior Well
Services the proposed transaction or other matters and attributable to Nabors or Superior
Well Services or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements above. Neither Nabors nor Superior Well Services undertakes
any obligation to publicly update any of these forward-looking statements to reflect events or
circumstances that may arise after the date hereof.
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Contacts:
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Nabors Corporate Services, Inc.
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Superior Well Services, Inc.
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Dennis A. Smith
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Christopher C. Peracchi
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Director, Corporate Development
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Director, Finance and Investor Relations
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(281) 775-8038
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(724) 403-9108
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