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.
Contacts: Precision Drilling Corporation Kevin Neveu Chief
Executive Officer (403) 716-4500 (403) 264-0251 (FAX) Precision
Drilling Corporation Doug Strong Chief Financial Officer (403)
716-4500 (403) 264-0251 (FAX) Precision Drilling Trust 4200, 150 -
6th Avenue S.W. Calgary, Alberta T2P 3Y7 Website:
www.precisiondrilling.com Grey Wolf, Inc. David W. Wehlmann
Executive Vice President and Chief Financial Officer (713) 435-6100
(713) 435-6171 (FAX) Grey Wolf, Inc. 10370 Richmond Ave, Suite 600
Houston, TX 77042 Website: www.gwdrilling.com
Grey Wolf (AMEX:GW)
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