GREENWICH, CT, HOUSTON, TX, LONDON, VANCOUVER, BC (TSX:
FLY.A)(TSX: FLY.B)(NYSE: FLI), the world's largest provider of
helicopter services to the global offshore oil and gas industry,
and First Reserve Corporation, the leading private equity firm that
specializes in the energy industry, today announced that a fund
managed by First Reserve has entered into an agreement to acquire
CHC.
CHC and First Reserve believe that the all-cash transaction,
which values the company at an adjusted enterprise value of
Canadian $3.7 billion, is the largest-ever buyout in the oilfield
services industry.
CHC's Chairman of the Board, Mark Dobbin commented, "I'm glad to
see that First Reserve recognized the value that was created in CHC
over the years, and was able to translate that value into a fair
offer for all shareholders. I'm also very pleased to see that First
Reserve will carry on CHC's legacy of entrepreneurship, as it
builds upon CHC's position as a world class helicopter
company."
"This partnership will help us realize our growth potential,"
said Sylvain Allard, President and Chief Executive Officer of CHC.
"First Reserve is an investment company with deep knowledge of the
energy industry and views CHC as a great investment platform. First
Reserve has strong conviction in the merits of the strategy that
has led to CHC's success and will work in partnership with us to
continue to execute that same plan and achieve our long-term
objectives."
Added Mark McComiskey, Managing Director of First Reserve
Corporation, "CHC is an extraordinary company. The European and
global leader in oil and gas and search and rescue helicopter
services, with the world's largest independent helicopter support
business, CHC has a worldwide footprint, the best safety record in
the industry and a dynamic management team executing an exciting
growth strategy."
Under the terms of the transaction, an affiliate of the First
Reserve fund will acquire all outstanding Class A Subordinate
Voting Shares and all of the outstanding Class B Multiple Voting
Shares of CHC for Canadian $32.68 per Class A Share and Class B
Share for an aggregate consideration of approximately Canadian $1.5
billion. Following completion of the transaction CHC's Class A
shares and Class B shares will be de-listed and no longer traded
publicly. CHC's headquarters will remain in Vancouver, Canada.
The board of directors of CHC has unanimously approved the entry
by CHC into the agreement and recommends that shareholders vote in
favour of the transaction.
Merrill Lynch Canada Inc. and Scotia Capital are financial
advisors to CHC. Ogilvy Renault LLP and DLA Piper USA LLP are legal
counsel to CHC. Simpson Thacher & Bartlett LLP, Blake, Cassels
& Graydon LLP and Slaughter and May are legal counsel to the
First Reserve fund.
Notes on Terms of the Transaction
The transaction will be completed through a plan of arrangement
under the provisions of the Canada Business Corporations Act,
subject to the approval of the Supreme Court of British Columbia.
Shareholders will be asked to approve the transaction at a special
meeting of shareholders, to be called as directed by the Court.
Details of the special meeting will be announced shortly. It is
anticipated that a proxy circular will be prepared and mailed to
shareholders in the month of March providing shareholders with
important information about the transaction. Shareholders are urged
to read the proxy circular once it is available.
The transaction will require the approval of two-thirds of the
votes cast by holders of outstanding Class A Shares (1 vote per
share), Class B Shares (10 votes per share) and ordinary shares (1
vote for every 10 shares), voting together as a single class. In
addition, the transaction will require the approval of a majority
of the Class A Shares, Class B Shares and Ordinary Shares, each
voting as a separate class, and in each case excluding shares owned
or over which control or direction is exercised by an "interested
party" (as defined under applicable securities laws), which term
includes certain members of management of CHC who may invest in an
affiliate of the First Reserve Fund.
Completion of the transaction is subject to certain conditions,
including obtaining approvals or confirmations from certain
European aviation regulatory authorities as well as the Canada
Transportation Agency regarding the granting or maintaining of
required licenses and permits following completion of the
transaction. The transaction will also be subject to a number of
other customary conditions, including obtaining approval under the
Investment Canada Act. The transaction is not subject to any
financing condition.
CHC has been advised that the Estate of the late Craig L. Dobbin
has entered into an agreement with the purchaser to vote the shares
of CHC owned by the Estate in favour of the transaction and to
otherwise support its completion, subject to the terms and
conditions of such agreement. The Estate holds securities of CHC
representing approximately 14%, 95% and 100%, respectively, of the
outstanding Class A Shares, Class B Shares and ordinary shares
respectively. The sole executor of the Estate is Mark D. Dobbin,
the Chairman of CHC. Neither Mr. Dobbin nor the Estate will be
entitled to invest in the affiliate of the First Reserve Fund and
Mr. Dobbin will not be employed by CHC, the purchaser or any
affiliate thereof.
The transaction will be financed through a combination of equity
which has been committed by the First Reserve Fund and debt
financing that has been committed by Morgan Stanley International
and affiliates, in each case subject to the terms of those
commitments. The agreement provides that in certain circumstances
where the purchaser fails to complete the transaction as required,
the purchaser would be required to pay to CHC a "reverse break fee"
of Canadian $61.4 million. The First Reserve Fund has guaranteed
certain obligations of the purchaser (including payment of the
reverse break fee) to an amount not to exceed Canadian $61.4
million.
The agreement allows CHC to terminate the agreement in certain
circumstances, including to allow CHC to accept a superior
proposal, subject to fulfilling certain conditions, including the
payment to the purchaser of a break fee of Canadian $38.5 million.
This break fee would also be payable by CHC in certain other
circumstances.
The closing of the transaction will take place after
satisfaction or waiver of all conditions, including the approvals
and confirmations from aviation regulatory authorities described
above. While the timing associated with satisfying these conditions
is not certain, CHC currently expects the transaction to close in
the second calendar quarter of 2008, subject to the terms of the
agreement.
Consummation of the transaction is not expected to require the
consent of the holders of CHC's 7 3/8% senior subordinated notes
due 2014. CHC may choose to make a tender offer and related consent
solicitation for the senior subordinated notes prior to the
completion of the transaction, conditioned on the closing of the
transaction. In any event, if the transaction is completed, within
30 days of such completion, CHC will be required to offer to
purchase all of the remaining issued and outstanding senior
subordinated notes at a price equal to 101% of the principal amount
thereof, plus accrued interest, if any, to the date of such
purchase.
The purchaser also has the right to require CHC to redeem and/or
discharge any or all of the senior subordinated notes in accordance
with their terms, all to be effective immediately prior to
completion of the transaction.
A conference call will take place today, Friday February 22,
2008 at 11:00 am EST. To listen to the conference call by phone,
dial 416-641-6126 for local or overseas calls, or toll free
1-866-542-4236 for calls from within North America. To hear a
replay of the conference call, dial 416-695-5800, or toll free
1-800-408-3053 and enter pass code 3253594 followed by the number
sign.
Notes to Editors
1. About CHC
CHC is the world's largest provider of helicopter services to
the global offshore oil and gas industry, with aircraft operating
in more than 30 countries worldwide, and regional headquarters in
Aberdeen, Scotland, Stavanger, Norway and Vancouver, Canada. If you
wish to be added to CHC's news distribution list, please visit
http://www.chc.ca/investor_materialrequest.php.
2. About First Reserve Corporation
First Reserve is the world's leading private equity firm in the
energy industry. The firm is currently investing its most recent
fund which closed in 2006 at approximately US $8 billion.
Throughout its 25-year history, First Reserve has developed a
strong franchise of investing exclusively in the energy industry,
utilizing its broad base of specialized industry knowledge. First
Reserve believes that strategic diversification across a wide range
of energy industry sectors has been a major contributor to the
long-term, superior investment record achieved by the First Reserve
Funds across economic cycles.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating
to the proposed acquisition of CHC Helicopter Corporation,
including statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
Such forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
applicable governmental authorities approvals, (ii) required CHC
shareholder approval, (iii) necessary court approvals, and (iv)
certain termination rights available to the parties under the
arrangement agreement. These approvals may not be obtained, the
other conditions to the transaction may not be satisfied in
accordance with their terms, and/or the parties to the arrangement
agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated,
as applicable.
The forward-looking statements in this news release are made as
of-the-date of this release. We undertake no obligation to comment
on expectations of, or statements made by third parties in respect
of the proposed transaction.
Contacts: CJP Communications - Media Inquiries Mark Kollar (212)
279-3115; ext. 201 Email: mkollar@cjpcom.com Cubitt Consulting -
Media Inquiries John Anderson +44 020 7367 5100 Email:
john.anderson@cubitt.com CHC Helicopter Corporation - Investor
Inquiries Sylvain Allard President and Chief Executive Officer
(604) 279-2455 or (604) 307-8646 Email: sallard@chc.ca CHC
Helicopter Corporation - Investor Inquiries Rick Davis Senior Vice
President and Chief Financial Officer (604) 279-2471 or (778)
999-0314 Email: rdavis@chc.ca
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