Grey Wolf Announces the Termination of Its Merger Agreement with Basic and Its Review of Strategic Alternatives for Enhancing Shareholder Value
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Grey Wolf, Inc. ("Grey Wolf”
or the "Company”)
(AMEX:GW) announced today that its proposed merger with Basic Energy
Services, Inc. ("Basic”)
(NYSE:BAS) did not receive sufficient votes from Grey Wolf shareholders
to approve the transaction at its special meeting of shareholders held
today. As a result, Grey Wolf and Basic terminated their merger
agreement.
In light of this development, the Board of Directors of Grey Wolf plans
to review the Company’s alternatives for
enhancing shareholder value. This review will include an update to the
Company’s existing strategic plan and will
encompass consideration of continued internal growth by remaining
independent, acquisitions, mergers, sale of the Company, strategic
alliances, joint ventures and financial alternatives.
The Board has engaged UBS Investment Bank as its independent financial
advisor to assist the Company in conducting this review.
Thomas P. Richards, Chairman, President and CEO of Grey Wolf, said, "Grey
Wolf remains fully committed to enhancing shareholder value. After
thorough consideration, Grey Wolf’s Board
believed that the addition of Basic’s
complementary business and assets would have been an excellent strategic
fit for us and would have created significant value. The Board will now
continue to consider other alternatives to enhance shareholder value and
it will do so in an environment of strong commodity prices, a related
strengthening in the onshore U.S. lower 48 drilling market and the
potential inherent in Grey Wolf’s asset base.”
The Company cautions shareholders that there is no assurance that the
review will result in any specific transaction and no timetable has been
set for its completion. The Company does not intend to disclose
developments relating to this review unless and until its Board of
Directors approves a specific agreement or transaction.
The Company will also take a pre-tax charge to earnings of approximately
$17.0 million (or approximately $.05 per diluted share) during the third
quarter of this year as a result of the shareholder vote and related
termination of the merger agreement.
Grey Wolf, Inc., headquartered in Houston, Texas, is a leading provider
of turnkey and contract oil and gas land drilling services in the best
natural gas producing regions in the United States with a fleet of 122
drilling rigs, which will increase to 123 with the addition of a new rig
in the third quarter of 2008.
All statements in this press release regarding the planned review of
Grey Wolf’s strategic plan and consideration
of alternatives to enhance shareholder value, any type of transaction
that could result, (including the timing or effects thereof), or any
change in or continuation of Grey Wolf’s
current strategic plan, possible enhancement of shareholder value, the
amount of the estimated charge to earnings referred to above, as well as
any other statements that are not historical facts in this press release
are forward-looking statements that involve certain risks, uncertainties
and assumptions, many of which are beyond Grey Wolf’s
ability to control or estimate, and are subject to material changes.
Such risks, uncertainties and assumptions include, but are not limited
to, the scope, timing and results of the deliberations of Grey Wolf’s
Board of Directors, market conditions, actions or inaction by third
parties, Board of Director and shareholder approvals, availability of
financing for possible transactions, Grey Wolf’s
financial and operational results, and other factors detailed in the
Risk Factors and other sections of Grey Wolf’s
most recent Form 10-K, Forms 10-Q and other filings with the Securities
and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated.