Grey Wolf, Inc. (AMEX:GW) confirmed today that the election deadline for
Grey Wolf shareholders to choose the form of merger consideration they
wish to receive in the proposed merger with Precision Drilling Trust
(TSX:PD.UN) (NYSE:PDS), expired at 5:00 p.m. local time in Houston,
Texas on Friday, December 19, 2008. As previously announced, Grey Wolf
shareholders who submitted timely and valid election documentation were
permitted to choose to receive US$9.02 in cash or 0.4225 of a Precision
trust unit, subject to proration. The maximum amount of cash to be paid
by Precision is approximately US$1.115 billion, and the maximum number
of trust units is approximately 42.0 million, in each case on a fully
diluted basis. These maximum amounts translate to US$5.00 in cash and
0.1883 of a Precision trust unit for each share of Grey Wolf common
stock.
While merger consideration elections are still being received and
tabulated, preliminary merger consideration election results indicate
that cash merger consideration elections substantially exceeded the
amount of cash available for cash elections. Accordingly, based on these
preliminary results, Grey Wolf expects that upon closing of the proposed
merger former Grey Wolf shareholders who properly chose to receive
all-cash merger consideration will receive a prorated amount of cash
consideration and a fraction of a Precision trust unit for each share of
Grey Wolf common stock, while those who chose to receive Precision trust
units and those who did not make a timely and valid merger consideration
election are expected to receive 0.4225 of a Precision trust unit per
share of Grey Wolf common stock. Final merger consideration proration
results are expected to be publicly announced by Precision when
available following the anticipated completion of the merger.
Grey Wolf shareholders who submitted a Letter of Transmittal and Form of
Election for their Grey Wolf common stock are reminded that they agreed
therein not to transfer (or permit to be transferred) any of their Grey
Wolf shares deposited under the Letter of Transmittal and Form of
Election prior to completion of the proposed merger, unless their Letter
of Transmittal and Form of Election was properly withdrawn in writing
before the merger consideration election deadline of December 19, 2008,
at 5:00 p.m. Houston, Texas time. Preliminary results indicate that Grey
Wolf shareholders owning approximately 174.8 million shares of Grey Wolf
common stock submitted merger consideration elections.
Grey Wolf’s special meeting of shareholders to vote on the merger
remains scheduled for Tuesday, December 23, 2008 at 9:00 a.m. local time
in Houston, Texas. Closing of the merger is expected to occur promptly
thereafter.
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, Inc. is listed on the
American Stock Exchange under the trading symbol "GW". For more
information about Grey Wolf, go to http://www.gwdrilling.com.
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For further information please contact:
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David W. Wehlmann
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Executive Vice President and Chief
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Financial Officer
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Telephone: 713-435-6100
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Fax: 713-435-6171
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10370 Richmond Ave, Suite 600
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Houston, TX 77042
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Forward-Looking Statements
The foregoing communication contains forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934. The specific forward-looking statements cover our
expectations and projections regarding the anticipated benefits of the
Precision merger. These forward-looking statements are subject to risks
and uncertainties, many of which are beyond our control, that could
cause actual results to differ materially, including oil and natural gas
prices and trends in those prices, the pricing and other competitive
policies of our competitors, uninsured or under-insured casualty losses,
cost of insurance coverage, increasing rig supply, changes in interest
rates, unexpected costs under turnkey drilling contracts, weather
conditions, the overall level of drilling activity in our market areas,
integration difficulties, and the risk that the merger may not be
completed or anticipated benefits will not be realized. Please refer to
reports filed with the Securities and Exchange Commission by Precision
and Grey Wolf for additional information concerning risk factors that
could cause actual results to differ materially from these
forward-looking statements.
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 with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS OF GREY WOLF ARE URGED TO CAREFULLY READ IN THEIR
ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS (AS
SUPPLEMENTED) AND OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREY WOLF, PRECISION,
PRECISION LOBOS CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF PRECISION
CREATED AS A SPECIAL PURPOSE VEHICLE, AND THE PROPOSED MERGER.
Prospective investors and security holders 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 web site at www.sec.gov,
at Precision’s web site at www.precisiondrilling.com,
and at Grey Wolf’s web site at www.gwdrilling.com.
Copies of the registration statement and the proxy statement/prospectus
and the SEC filings are 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.
Participants in the Solicitation
Grey Wolf and Precision and their respective directors, officers,
trustees and other persons may be deemed to be participants in the
solicitation of proxies from Grey Wolf’s shareholders in respect of the
proposed merger. Information about the directors and executive officers
of Grey Wolf and their ownership of Grey Wolf common stock can be found
in Grey Wolf’s proxy statement filed October 29, 2008, as supplemented
(the "proxy statement/prospectus”). Information concerning the directors
and executive officers of Precision is included in the proxy
statement/prospectus. Additional information regarding the identity of
potential participants in the solicitation of proxies in respect of the
proposed merger and a description of their direct and indirect
interests, by security holdings or otherwise, is also included in the
proxy statement/prospectus.