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.