Grey Wolf, Inc. Announces Receipt of and Response to Second Unsolicited Proposal from Precision Drilling Trust
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Grey Wolf, Inc. (AMEX:GW) announced today that on June 14, 2008 it
received a letter from the board of trustees of Precision Drilling Trust
(NYSE:PDS and TSX:PD.UN) (the "Trust”)
making a second unsolicited proposal to acquire Grey Wolf. The Trust’s
second proposal is to acquire all of the common stock of Grey Wolf for
total consideration of $9.30 per share on a fully diluted basis,
consisting of cash and Trust units at the election of Grey Wolf’s
shareholders, subject to proration so that the cash portion does not
exceed 40% of the equity purchase price. Other terms and conditions of
the Trust’s proposal letter include the
following:
-- final agreement on a transaction would be conditioned on:
-- negotiation of acceptable legal documentation;
-- completion of customary due diligence;
-- Grey Wolf shareholder approval, but would not be conditioned on
Trust unitholder approval; and
-- regulatory approval under the Hart-Scott-Rodino Act.
-- possible completion of evaluation, due diligence, negotiation and
signing of definitive documents within two weeks;
-- the Trust's statement that it has C$600 million of committed
borrowing capacity to assist it in funding the proposed business
combination; and
-- attached letters from two financial institutions indicating that
they were highly confident that they could arrange for or provide to
the Trust financing required to complete the proposed business
combination, subject in each case to numerous conditions, some of
which were unspecified or were to be met to the satisfaction of the
lender; however, each institution indicated that their letter should
not be considered a binding commitment to provide such financing.
Grey Wolf’s board of directors has carefully
analyzed and considered the second Trust proposal and, after receiving
advice from financial and legal advisors, has determined that it is not
reasonably likely to result in a superior proposal to its pending
strategic merger with Basic Energy Services, Inc. (NYSE:BAS). The merger
agreement with Basic and Horsepower Holdings, Inc. has not been amended
and remains in effect. Grey Wolf’s board of
directors continues to believe that Grey Wolf’s
pending strategic merger with Basic continues to offer the best
long-term value for Grey Wolf’s shareholders
for the many reasons described in its joint proxy statement/prospectus
for its special meeting of shareholders to approve the Basic transaction.
Grey Wolf, 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 121
drilling rigs, which will increase to 123 with the addition of two new
rigs in 2008.
Forward Looking Statements and Additional Information
This document may include statements herein that are "forward-looking
statements" as defined by the Securities and Exchange Commission (the
"SEC"). All statements, other than statements of historical fact,
included herein that address activities, events or developments that
Grey Wolf or Basic Energy Services expect, believe or anticipate will or
may occur in the future are forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially, including required
approvals by stockholders, the possibility that the anticipated benefits
from the proposed mergers cannot be fully realized, the possibility that
costs or difficulties related to integration of the two companies will
be greater than expected, the impact of competition and other risk
factors included in the reports filed with the SEC by Grey Wolf and
Basic Energy Services. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of their dates.
Except as required by law, neither Grey Wolf nor Basic Energy Services
intends to update or revise its forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed mergers, a registration statement of
Horsepower Holdings, Inc. ("Holdings") has been filed and declared
effective by the SEC. Each of Basic Energy Services and Grey Wolf has
filed a definitive joint proxy statement/prospectus with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND
THESE OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT BASIC ENERGY SERVICES, GREY WOLF,
HOLDINGS AND THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the registration statement and the joint proxy
statement/prospectus and other documents containing information about
Basic Energy Services and Grey Wolf, without charge, at the SEC's web
site at www.sec.gov, Basic Energy
Service's web site at www.basicenergyservices.com,
and Grey Wolf's web site at www.gwdrilling.com.
Copies of the registration statement and the joint proxy
statement/prospectus and the SEC filings that are incorporated by
reference therein may also be obtained for free by directing a request
to either Investor Relations, Basic Energy Services, Inc., (432)
620-5510 or to Investor Relations, Grey Wolf, Inc., (713) 435-6100.
Participants in the Solicitation
Basic Energy Services and Grey Wolf and their respective directors,
officers and certain other members of management may be deemed to be
participants in the solicitation of proxies from their respective
stockholders in respect of the mergers. Information about these persons
can be found in Grey Wolf's proxy statement relating to its 2008 annual
meetings of stockholders as filed with the SEC on April 8, 2008.
Information concerning beneficial ownership of Basic Energy Services
stock by its directors and certain of its executive officers is included
in its Annual Report on Form 10-K/A filed April 29, 2008 and subsequent
statements of changes in beneficial ownership on file with the SEC.
Additional information about the interests of such persons in the
solicitation of proxies in respect of the merger are included in the
registration statement and the joint proxy statement/prospectus which
was filed with the SEC in connection with the proposed transaction.