Grey Wolf Board Rejects Third Unsolicited Offer from Precision Drilling Trust and Reaffirms Commitment to Strategic Merger with Basic Energy Services
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Grey Wolf, Inc. ("Grey Wolf”
or the "Company”)
(AMEX:GW) announced today that its Board of Directors, after a thorough
review and consultation with its financial and legal advisors, has
determined that the previously-announced third unsolicited proposal to
acquire Grey Wolf by the Precision Drilling Trust (NYSE:PDS and
TSX:PD.UN) ("Precision”)
is not, and is not reasonably likely to result in, a proposal superior
to its pending strategic merger with Basic Energy Services, Inc.
(NYSE:BAS). Grey Wolf’s Board of Directors
concluded that pursuing discussions with Precision is not in the best
interests of Grey Wolf stockholders, particularly in light of Precision’s
adamant and publicly-announced refusal to consider any increase in its
final offer. An effort to seek clarification of Precision’s
proposal led Grey Wolf to conclude that Precision’s
third offer was truly Precision’s final,
non-negotiable offer.
In addition to Precision’s public and
categorical refusal to consider an increased offer for Grey Wolf
stockholders, the Grey Wolf Board of Directors weighed a number of other
factors, including: the Precision proposal undervalues Grey Wolf and
offers an insufficient premium to Grey Wolf stockholders; the
considerable uncertainty in the long-term value of Precision’s
trust units; the negative outlook for the Canadian drilling and well
service markets; the risk of substantial pressure on the market price of
Precision’s trust units following a Precision
transaction; and possible future under-investment by Precision due to
high debt levels and the need to distribute cash.
The Grey Wolf Board of Directors continues to believe that its merger
agreement with Basic Energy Services follows Grey Wolf’s
long-term strategic plan and maximizes value for Grey Wolf stockholders.
The Board of Directors recommends that stockholders vote for the merger
at its Special Meeting of Stockholders which is scheduled for July 15,
2008.
The Grey Wolf Board of Directors further explained its analysis of the
Precision proposal, noting the following:
Undervaluing of Grey Wolf
Grey Wolf’s Board of Directors believes that
Precision’s proposal undervalues Grey Wolf
based upon peer company comparisons and the improvements taking place in
Grey Wolf’s US drilling and well service
markets. The $10.00 offer by Precision implies, based upon analyst
consensus estimates, that Grey Wolf is valued at only a 12.0 times
multiple of 2009 earnings. In stark contrast, a peer group of companies
consisting of Nabors Industries Inc., Patterson-UTI Energy, Inc.,
Helmerich and Payne, Inc., Union Drilling, Inc. and Pioneer Drilling
Company are trading at a median of 14.0 times 2009 earnings, based on
consensus analyst estimates. The Precision offer also values Grey Wolf’s
enterprise value at only a 5.1 times multiple of 2009 consensus EBITDA.
This again compares to the same peer company median of 6.3 times. Thus,
Precision’s offer does not even bring Grey
Wolf to the peer company medians on either metric and does not give Grey
Wolf stockholders a control premium for their investment in Grey Wolf.
Grey Wolf’s Board of Directors believes the
premium stated in the latest Precision proposal is not calculated using
the appropriate 'unaffected' Grey Wolf stock price as Grey Wolf’s
stock price has likely been temporarily depressed due to both the
premium offered to Basic Energy Services in that transaction and the
reasons outlined below.
Insufficient Premium to Grey Wolf Shareholders
Since the day prior to the announcement of the Basic Energy Services
transaction until the day prior to Precision’s
most recent proposal, the stock prices of a peer company group that
includes the peer companies outlined above has appreciated by an average
of 21.7%. Applying this level of stock price appreciation to Grey Wolf’s
stock price prior to the announcement of the Basic Energy Services
merger transaction results in an unaffected stock price estimate of
$9.25. Based upon this analysis, the price offered by Precision gives
Grey Wolf stockholders only an 8% premium, which is significantly below
the median of premiums paid in comparable oilfield service transactions.
Uncertainty in Long-Term Value of Precision’s
Trust Units
Half the value of Precision’s proposal is in
the form of its trust units. Grey Wolf’s
Board of Directors believes that the long-term value of Precision’s
trust units is uncertain in light of scheduled changes in Canadian tax
law that would remove Precision’s tax
advantaged status as an income trust and subject it to Canadian income
taxes with unpredictable consequences to the value of its trust units,
particularly to US investors.
Outlook for Canadian Drilling and Well Service Markets
Grey Wolf’s Board of Directors believes that
the outlook for the Canadian drilling and well service markets is
negative based on a structural oversupply of equipment in both the
drilling and well service markets. Utilization rates for Canadian
drilling rigs are the worst since 1992. Also, Grey Wolf believes that
the dampening effect of recent changes to Alberta tax laws for oil and
gas exploration and production companies, that are due to be effective
as of January 1, 2009, will further reduce demand for Canadian drilling
services. In contrast, the US oilfield drilling and well service markets
have been improving steadily since February, 2008 as a result of
commodity prices, steadily increasing permits for drilling and the
lowest LNG importation in the US since 2003. Also contributing to the
strength of the US drilling and well service markets are significant
excitement around the burgeoning resource plays such as the Bakken in
North Dakota, the Marcellus in upper Appalachia, the Piceance in
Colorado, the Pinedale in Wyoming, the Woodford in Oklahoma, the Barnett
in Texas and the newly-defined Haynesville in Louisiana. Basic Energy
Services product lines are well placed to take advantage of these
emerging opportunities with their geographic positioning and high
quality assets, particularly when combined with Grey Wolf’s
deep drilling-biased assets in the lower 48.
Risk of Substantial Pressure on Trust Unit Price
Grey Wolf’s Board of Directors believes that
its stockholders have different investment criteria than Precision’s
unitholders who own Precision’s trust units
to receive frequent distributions. Grey Wolf’s
focus has been on re-investing cash flow to drive future growth. The
Grey Wolf Board of Directors also believes that if a transaction with
Precision were consummated, there would be substantial turnover in the
ownership of Precision’s trust units as
former US stockholders of Grey Wolf sell the trust units, placing
pressure on the trust unit price.
Possible Future Under Investment
Precision’s required distribution policy may
result in Precision having insufficient capital to invest in growth of
the post-acquisition combined company, particularly in light of the
cyclicality of the oilfield service sector. Precision would
significantly increase its debt load if a transaction with Grey Wolf
were consummated, which coupled with the required distributions could
limit the potential for future growth. A Grey Wolf and Basic Energy
Services combination creates a new, stronger company with higher debt
ratings, well positioned for continued growth.
Compelling Strategic Benefits of the Basic Energy Services Merger
Grey Wolf’s Board of Directors continues to
believe that the pending strategic merger with Basic Energy Services
continues to offer the best value for its stockholders for many reasons,
including the following:
-- The merger offers both near- and long-term value to Grey Wolf
holders, through the immediate return of capital to stockholders and
the opportunity to participate in the continued growth of the
combined entity;
-- The combined company will have:
-- a broader range of services and the opportunity through
cross-selling to capture a larger share of customer expenditures
over the entire life of a well;
-- greater size and scale and enhanced growth prospects, including a
larger presence in key resource play basins;
-- continued financial flexibility and a solid foundation to pursue
domestic and international growth opportunities in a fragmented
market:
-- The combined company is expected to benefit from a lower cost of
capital;
-- The transaction is expected to be immediately accretive to
earnings and cash flow per share; and
-- The merger preserves the ability to participate in future
business combinations at potentially higher valuations and control
premiums than offered by Precision.
Grey Wolf’s Board of Directors has not
changed its recommendation that Grey Wolf’s
stockholders vote FOR approval of the pending merger agreement with
Basic Energy Services at Grey Wolf’s special
meeting of stockholders scheduled for July 15, 2008. The
previously-announced merger agreement with Basic Energy Services has not
been amended and remains in effect.
Grey Wolf urges its stockholders to deliver their proxies voting FOR the
merger. Stockholders needing assistance with their proxy can contact:
Georgeson, Inc.
Banks and brokers call: (212) 440-9800
Grey Wolf stockholders call: (800) 561-3540
Additional Information
Today Grey Wolf expects to file with the SEC a Current Report on Form
8-K that provides additional information concerning the Basic Energy
Services/Grey Wolf merger and concerning Grey Wolf’s
consideration of Precision’s offer. The
Current Report on Form 8-K can be reviewed at the Investor Relations
link on Grey Wolf’s website (www.gwdrilling.com)
or at the SEC’s website (www.sec.gov).
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 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
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 and regulatory
agencies, the possibility that the anticipated benefits from the
proposed merger with Basic Energy Services 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.
Registration Statement and Joint Proxy Statement/Prospectus
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 will be included in the
registration statement and the joint proxy statement/prospectus to be
filed with the SEC in connection with the proposed transaction.