CALGARY, ALBERTA–(Marketwired – March 23, 2017) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Western Energy Services Corp. (“Western”) (TSX:WRG) advises that its proposed arrangement (the “Arrangement”) with Savanna Energy Services Corp. (“Savanna”) providing for the issuance of 0.85 of a Western common share and payment of $0.21 of cash for each Savanna common share has gained additional strong support from Savanna shareholders since its announcement. As of today, shareholders holding approximately 25% of the outstanding Savanna common shares have executed voting support agreements in favour of the Arrangement, or have indicated verbally to Western that they intend to vote in favour of the Arrangement.
Other significant shareholders of Savanna are precluded from formally supporting, verbally or in writing, any takeover bid or arrangement, but are strongly supportive of the synergies that flow from the Arrangement between Western and Savanna. Including such shareholders, Savanna shareholder support for the Western Arrangement is presently estimated to exceed 31% of the outstanding Savanna shares.
Western continues to communicate that the Western offer is clearly the superior offer, as evidenced by it being 10.6% higher than the Total Energy Services Inc. (“Total”) offer, based on the closing prices of Western, Savanna, and Total on March 23, 2017, and that there are significant strategic benefits and synergies to be realized by Savanna shareholders in completing the Arrangement with Western, relative to the alternative proposal. Western appreciates the support of all shareholders who have come forward to support the Arrangement.
About Western Energy Services Corp.
Western is an oilfield service company which provides contract drilling services in Canada through its division Horizon Drilling and in the United States through its wholly owned subsidiary Stoneham Drilling Corporation. In Canada, Western also provides well servicing through its division Eagle Well Servicing and provides oilfield rental services through its division Aero Rental Services.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the shares in any jurisdiction. The shares offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to a United States person, absent registration, or an applicable exemption therefrom. This news release does not represent a solicitation for proxies for any shareholder meeting. Proxies will only be solicited at the time of and in connection with management information circulars and proxy statements to be filed by each of Savanna and Western for the shareholder meetings to approve the proposed Arrangement.
Forward-Looking Statements and Information
This press release contains certain statements or disclosures relating to Western that are based on the expectations of Western as well as assumptions made by and information currently available to Western which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Western anticipates or expects may, or will occur in the future (in whole or part) should be considered forward-looking information. In some cases forward-looking information can be identified by terms such as “forecast”, “future”, “may”, “will”, “expect”, “anticipate”, “believe”, “potential”, “enable”, “plan”, “continue”, “contemplate”, “pro forma”, “prospective” or other comparable terminology.
In particular, forward-looking information in this press release includes, but is not limited to, information about the potential Arrangement between Western and Savanna pursuant to the arrangement agreement dated March 8, 2017, as amended on March 14, 2017 (the “Arrangement Agreement”) between Western and Savanna, including without limitation the intentions of shareholders of Savanna to support the Arrangement at Savanna’s shareholder meeting to approve the Arrangement, and the likely benefits of the Arrangement to shareholders of Savanna and Western.
The forward-looking information provided in this press release is based upon a number of material factors and assumptions including without limitation: (a) that the Transaction will be completed in the timelines and on the terms currently anticipated; (b) that all necessary Toronto Stock Exchange (“TSX”), Court and regulatory approvals will be obtained on the timelines and in the manner currently anticipated; (c) that all necessary Western and Savanna shareholder approvals will be obtained; (d) general assumptions respecting the business and operations of both Western and Savanna, including that each business will continue to operate in a manner consistent with past practice and pursuant to certain industry and market conditions; and (e) that the shareholders of Savanna who have agreed to vote in support of the Arrangement or have indicated their intention to do so will comply with their agreements or their stated intentions.
Forward-looking information is subject to a number of risks and other factors that could cause actual results and events to vary materially from that anticipated by such forward-looking information. In particular, the completion of the Transaction is subject to a number of risks including, without limitation: (a) TSX, Court and regulatory approvals may not be obtained in the timelines or on the terms currently anticipated or at all; (b) Western and/or Savanna shareholder approval may not be obtained; (c) the Transaction is subject to a number of closing conditions and no assurance can be given that all such conditions will be met or will be met in the timelines required by the Arrangement Agreement; (d) the business, operational and/or financial performance or achievements of Western or Savanna may be materially different from that currently anticipated. In particular, the synergies and benefits anticipated in respect of the Transaction are based on the current business, operational and financial position of each of Western and Savanna, which are subject to a number of risks and uncertainties; and (e) shareholders of Savanna who have agreed to vote in support of the Arrangement or have indicated their intention to do so may not comply with their agreements or act in accordance with their stated intentions. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive. Additional information on these and other risk factors that could affect Western’s operations and financial results are included in Western’s annual information form which may be accessed through the SEDAR website at www.sedar.com. The forward-looking statements and information contained in this press release are made as of the date hereof and Western does not undertake any obligation to update publicly or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Alex R.N. MacAusland
President and CEO
Western Energy Services Corp.
Jeffrey K. Bowers
Senior VP Finance and CFO