Precision Drilling Trust & Grey Wolf, Inc. Clarify Merger Agreementand Move Grey Wolf Special Meeting Date to December 23, 2008
03 Dicembre 2008 - 1:45AM
Business Wire
Precision Drilling Trust ("Precision") (TSX:PD.UN) (NYSE:PDS) and
Grey Wolf, Inc. ("Grey Wolf") (AMEX:GW) today announced that they
had made a clarifying amendment to the merger agreement dated
August 24, 2008 (the �Merger Agreement�). Supplemental proxy
materials will be mailed to Grey Wolf shareholders concerning the
amendment. The special meeting of Grey Wolf shareholders to approve
the Merger Agreement, as amended, will be moved to December 23,
2008 to allow Grey Wolf shareholders additional time to consider
the amendment. Kevin Neveu, Chief Executive Officer of Precision
Drilling Corporation, and Tom Richards, Chief Executive Officer of
Grey Wolf, both commented that this delay in no way affects the
clear intent and desire of both parties to conclude this merger and
they remain confident that the merger will proceed as planned.
Despite the challenging economic environment, the strategic fit of
Grey Wolf and Precision will create North America's premier land
drilling contractor, with active operations in most conventional
and nonconventional oil and natural gas basins in the United States
and Canada. Kevin Neveu further commented: �Integration of the
companies is well underway with involvement from both
organizations. I fully expect that the combined company will be
well positioned to deliver high performance, high value drilling
and servicing capabilities for natural gas and oil drilling
opportunities across North America.� Closing of the merger is
anticipated to take place on December 23, 2008, promptly after the
Grey Wolf special meeting of shareholders. Precision and Grey Wolf
have received all regulatory approvals required for the merger and
expect that all conditions to the completion of the merger will be
satisfied. Precision's lenders have committed to provide the funds
required by Precision to complete the merger. Amendment to the
Merger Agreement The amendment clarifies the intention of the
parties that to the extent holders of Grey Wolf convertible notes
do not convert their notes into Grey Wolf common stock before the
merger, the cash merger consideration that would have been paid to
them would instead be retained by Precision for application towards
the purchase price of the purchase offer for the Grey Wolf
convertible notes that Precision will be required to make following
the merger. The amendment also ensures that holders of Grey Wolf
common stock will receive, in the aggregate and on a fully-diluted
basis, $5.00 in cash and 0.1883 of a Precision trust unit for each
share of Grey Wolf common stock, although the actual amount
received by each holder of Grey Wolf common stock will depend on
the election (or non-election) of such holder and all other holders
of Grey Wolf common stock. Under the terms of the Merger Agreement,
the aggregate consideration payable by Precision is a maximum cash
amount of approximately $1.115 billion and approximately 42.0
million Precision trust units. Taking into account all of the
shares of Grey Wolf common stock issued and outstanding, together
with those issuable upon the conversion of Grey Wolf convertible
notes and the exercise of Grey Wolf options, the fully-diluted
number of shares of Grey Wolf common stock is approximately 223.0
million. New Meeting Date and Closing The special meeting of Grey
Wolf shareholders to vote on the Merger Agreement will now be held
at 9:00 a.m., local time, on December 23, 2008 at the Hilton
Westchase Houston in Houston, Texas. The Election Deadline will
remain 5:00 p.m. local time in Houston, Texas on the second
business day prior to the effective time of the merger. Precision
and Grey Wolf will publicly announce the anticipated election
deadline at least five (5) business days prior to the anticipated
effective time of the merger. Grey Wolf shareholders who have
already voted do not need to take any action unless they intend to
change their vote or election. As of December 2, 2008,
approximately 54% of the outstanding shares of Grey Wolf common
stock had voted to approve the Merger Agreement. Three of the
leading proxy advisory firms in the U.S. have recommended that Grey
Wolf shareholders vote �FOR� the merger. Grey Wolf's board of
directors continues to unanimously recommend that Grey Wolf
shareholders vote to approve the Merger Agreement. About Precision
Precision is a leading provider of safe, high performance energy
services to the North American oil and gas industry. Precision
provides customers with access to an extensive fleet of contract
drilling rigs, service rigs, camps, snubbing units, wastewater
treatment units and rental equipment backed by a comprehensive mix
of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision
is listed on the Toronto Stock Exchange under the trading symbol
�PD.UN� and on the New York Stock Exchange under the trading symbol
�PDS�. For more information about Precision, go to
http://www.precisiondrilling.com. About Grey Wolf Grey Wolf is a
leading provider of turnkey and contract oil and gas land drilling
services in the United States. Grey Wolf operates from divisions in
South Texas, Gulf Coast, Ark-La-Tex, Mississippi/Alabama,
Mid-Continent, Rocky Mountain regions, and Mexico. Grey Wolf is
headquartered in Houston, Texas, USA. Grey Wolf is listed on the
American Stock Exchange under the trading symbol �GW�. For more
information about Grey Wolf, go to http://www.gwdrilling.com.
Cautionary Statements Regarding Forward-Looking Information and
Statements Statements about Grey Wolf's and Precision's
expectations and all other statements in this news release other
than historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of
uncertainties and factors, many of which are outside Grey Wolf�s
and Precision�s control, which could cause actual results to differ
materially from such statements. Forward-looking information
includes, but is not limited to, statements regarding the proposed
merger, including whether and when the transactions contemplated by
the Merger Agreement will be consummated. Among the factors that
could cause results to differ materially from those indicated by
such forward-looking statements are failure to receive approval of
the Merger Agreement by the shareholders of Grey Wolf and
satisfaction of various other conditions to the closing of the
merger contemplated by the Merger Agreement. This press release
contains statements that may constitute "forward-looking
information" or "forward-looking statements" (collectively,
"forward-looking information") within the meaning of applicable
Canadian securities legislation. This forward-looking information
includes, among others, statements regarding plans and
expectations, beliefs, goals and objectives and statements about
possible future events. Specific forward-looking information
contained in this press release includes statements regarding
Precision's proposed merger with Grey Wolf and the completion of
the merger. Readers are cautioned not to place undue reliance on
such forward-looking information. Forward-looking information is
based on current expectations and assumptions that involve a number
of risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by Precision
and described in the forward-looking information contained in this
press release. Among the various factors that could cause results
to vary materially from those indicated in the forward-looking
information include failure to receive approval of the merger by
Grey Wolf�s shareholders. No assurance can be given that any of the
events anticipated by the forward-looking information will
transpire or occur or, if any of them do so, what benefits
Precision will derive therefrom. Additional Information and Where
to Find It In connection with the proposed merger, Precision has
filed a registration statement on Form F-4 which includes a proxy
statement of Grey Wolf and other materials, with the Securities and
Exchange Commission. SECURITYHOLDERS ARE URGED TO CAREFULLY READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND
THESE OTHER MATERIALS REGARDING THE PROPOSED MERGER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT GREY WOLF, PRECISION AND
PRECISION LOBOS CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF PRECISION
CREATED AS A SPECIAL-PURPOSE ACQUISITION VEHICLE, AND THE PROPOSED
MERGER. Securityholders may obtain a free copy of the registration
statement and the proxy statement/prospectus and other documents
containing information about Grey Wolf and Precision, without
charge, at the SEC�s website www.sec.gov, Precision�s website
www.precisiondrilling.com, and Grey Wolf�s website
www.gwdrilling.com. Copies of the registration statement and the
proxy statement/prospectus and the SEC filings that will be
incorporated by reference therein may also be obtained for free by
directing a request to either Investor Relations, Precision
Drilling Trust, (403) 716-4500 or to Investor Relations, Grey Wolf,
Inc., (713) 435-6100.
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