HOUSTON, Oct. 5, 2012
/PRNewswire/ -- Sidewinder Drilling Inc. ("Sidewinder"), a
Houston-based land drilling
company controlled by Avista Capital Partners, today announced that
its direct, wholly-owned subsidiary, Fastball Acquisition Inc.
("Fastball"), has commenced its cash tender offer for all
outstanding shares of common stock of Union Drilling, Inc. ("Union
Drilling") (NASDAQ: UDRL) at a price of $6.50 per share.
The tender offer is being made in connection with the Agreement
and Plan of Merger, dated as of September
24, 2012, among Sidewinder, Fastball and Union Drilling,
which Sidewinder and Union Drilling announced on September 25, 2012.
The Union Drilling board of directors has unanimously determined
that, among other things, the tender offer is advisable, fair to
and in the best interests of Union Drilling's stockholders and
unanimously recommends that Union Drilling's stockholders accept
the offer and tender their shares to Fastball.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 Midnight (New York time)
at the end of the day on Friday, November 2,
2012, unless the tender offer is extended.
Following the completion of the tender offer, Sidewinder will
merge Fastball and Union Drilling, resulting in any shares not
purchased in the tender offer being converted into the right to
receive the same cash price per share as paid in the tender offer.
The tender offer and the merger are subject to customary
closing conditions set forth in the agreement and plan of merger,
including the acquisition in the tender offer of at least 67.2% of
Union Drilling's outstanding shares on a fully diluted basis and
the expiration or early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The closing of the acquisition is expected in the fourth
quarter of 2012.
Complete terms and conditions of the tender offer are set forth
in an offer to purchase, letter of transmittal and other related
materials that will be filed by Sidewinder and Fastball with the
Securities and Exchange Commission ("SEC") on October 5, 2012. In addition, on
October 5, 2012, Union Drilling will
file a solicitation / recommendation statement on
Schedule 14D-9 with the SEC relating to the tender offer.
Computershare Trust Company, N.A. is acting as depositary for
the tender offer.
Additional Information
The tender offer described in this news release has commenced,
but this news release and the description contained herein is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Union Drilling.
The tender offer is being made pursuant to a tender offer statement
and related materials. INVESTORS AND UNION DRILLING, INC.
STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND
RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF
TRANSMITTAL) AND THE RELATED SOLICITATION / RECOMMENDATION
STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD
BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. The
tender offer statement and related materials, including the offer
to purchase and letter of transmittal, will be filed by Sidewinder
with the SEC, and the solicitation / recommendation statement
will be filed by Union Drilling with the SEC. Stockholders of Union
Drilling will be able to obtain a free copy of these documents and
other documents filed by Union Drilling, Sidewinder or Fastball
with the SEC at the website maintained by the SEC at www.sec.gov.
Additional information regarding Union Drilling's directors
and executive officers is also included in Union Drilling's proxy
statement for its 2012 annual meeting of stockholders and is
included in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2011. The
tender offer statement and related materials, the
solicitation / recommendation statement and such other
documents may be obtained for free by directing such request to
D.F. King & Co., Inc., the
information agent for the tender offer, at (212) 269-5550 for banks
and brokers or (800) 697-6975 for stockholders and all others.
About Union Drilling
Union Drilling, Inc., headquartered in Fort Worth, Texas, provides contract land
drilling services and equipment to oil and natural gas producers in
the United States. Union Drilling currently owns 53 rigs,
including 2 which are under construction, and specializes in
unconventional drilling techniques.
About Sidewinder Drilling
Sidewinder Drilling Inc., headquartered in Houston, Texas, is a drilling contractor which
owns and operates a fleet of premium land rigs targeting
unconventional oil and gas resource plays throughout the United States. Sidewinder meets the
needs and demands of E&P companies with its new,
fit-for-purpose fleet, demonstrated operating and safety systems
and processes, and experienced management team. Sidewinder's
rigs are configured to minimize non-productive time via faster
rig-up / rig-down and through the use of modern, efficient
drilling and equipment. Sidewinder is a portfolio company of Avista
Capital Partners.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with
over $4 billion under management and
offices in New York, Houston and London. Founded in 2005, Avista's
strategy is to make controlling or influential minority investments
in growth-oriented energy, healthcare, communications & media,
industrials, and consumer businesses. Through its team of
seasoned investment professionals and industry experts, Avista
seeks to partner with exceptional management teams to invest in and
add value to well-positioned businesses.
Contacts:
Sidewinder Drilling Inc.
Jon C. Cole, Chairman & CEO
Anthony Gallegos, CFO
832-320-7600
Forward Looking Information
Investors are cautioned that statements in this press release
that are not strictly historical statements, including, without
limitation, statements regarding expectations about the tender
offer or future business plans, prospective performance and
opportunities, regulatory approvals, the expected timing of the
completion of the transaction and the ability to complete the
transaction considering the various closing conditions, are
forward-looking statements within the meaning of the federal
securities laws and are subject to risks, uncertainties and
assumptions. These forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"believe," "estimate," "potential," "should" or similar
words. The actual results of the transaction could vary
materially as a result of a number of factors, including:
uncertainties as to how many of Union Drilling's stockholders will
tender their stock in the offer; the possibility that competing
offers will be made; and the possibility that various closing
conditions for the transaction may not be satisfied or waived.
Other factors that may cause actual results to differ materially
include those set forth in the reports that Union Drilling files
from time to time with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2011 and quarterly and
current reports on Form 10-Q and 8-K, including general economic
and business conditions and industry trends, the continued strength
or weakness of the contract land drilling industry in the
geographic areas in which Union Drilling operates, decisions about
onshore exploration and development projects to be made by oil and
gas companies, the highly competitive nature of Union Drilling's
business, Union Drilling's future financial performance, including
availability, terms and deployment of capital, the continued
availability of qualified personnel, and changes in, or Union
Drilling's failure or inability to comply with, government
regulations, including those relating to workplace safety and the
environment. These forward-looking statements are made only as of
the date of this press release and Sidewinder undertakes no
obligation to update the information provided herein.
SOURCE Sidewinder Drilling Inc.