Essential Energy Services Ltd. (“Essential” or the “Company”) (TSX:
ESN) announced today that the Company has received a positive
recommendation from Institutional Shareholder Services (“ISS”) in
support of the proposed acquisition of Essential by Element
Technical Services Inc. (the “Acquisition”) announced on September
15, 2023. ISS is a leading independent, third-party proxy advisory
firm who provides proxy voting recommendations to pension funds,
investment managers, mutual funds and other institutional
shareholders.
In making their recommendation, ISS
commented:
“Vote FOR this resolution. Even though the cash
offer provides a modest 9.6 percent premium to the unaffected
price, it stands just below the twelve-month trading high and
provides both certain and immediate value.”
The special meeting of Essential shareholders to
approve the Acquisition will be held on November 7, 2023 at the
Calgary Petroleum Club, Viking Room, 319 – 5th Avenue SW, Calgary,
Alberta, at 10:30 a.m. (Calgary time).
For further information regarding the
Acquisition, readers are strongly encouraged to review Essential’s
news releases dated September 15, 2023, and October 5, 2023, all of
which are available under Essential’s profile on SEDAR+ at
www.sedarplus.ca.
Essential shareholders requiring assistance may
contact:
Odyssey Trust
Company, the Company’s proxy solicitation & information
agent: |
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|
Phone: |
1-587-885-0960 |
Toll-free North America: |
1-888-290-1175 |
E-mail: |
proxy@odysseytrust.com |
|
|
Or Essential: |
|
|
|
Phone: |
403-513-7272 |
E-mail: |
service@essentialenergy.ca |
|
|
FORWARD-LOOKING STATEMENTS AND
INFORMATION
This news release contains “forward‐looking
statements” and “forward‐looking information” (collectively
referred to herein as “forward-looking statements”) within the
meaning of applicable securities legislation. Such forward‐looking
statements include, without limitation, expectations and objectives
for future operations that are subject to a number of material
factors, assumptions, risks and uncertainties, many of which are
beyond the control of Essential.
Forward‐looking statements are statements that
are not historical facts and are generally, but not always,
identified by the word “will” and similar expressions or are events
or conditions that “will” occur or be achieved. This news release
contains forward‐looking statements pertaining to, among other
things, the following: the special meeting of Essential
shareholders to approve the Acquisition and the timing thereof.
The forward‐looking statements contained in this
news release reflect several material factors and expectations and
assumptions of Essential including, without limitation: the ability
of the parties to receive, in a timely manner, the necessary
regulatory, securityholder, stock exchange and other third-party
approvals; the ability of Essential and Element to satisfy, in a
timely manner, the other conditions to the closing of the
Acquisition; the ability to complete the Acquisition on the terms
contemplated by the amalgamation agreement dated September 15, 2023
among Essential, Element Technical Services Inc. and 2544592
Alberta Ltd. (the “Amalgamation Agreement”), or at all; that
Essential will continue to conduct its operations in a manner
consistent with past operations; and the general continuance of
current or, where applicable, assumed industry conditions.
Although Essential believes that the material
factors, expectations and assumptions expressed in such
forward‐looking statements are reasonable based on information
available to it on the date such statements are made, undue
reliance should not be placed on the forward‐looking statements
because Essential can give no assurances that such statements and
information will prove to be correct and such statements are not
guarantees of future performance. Since forward‐looking statements
address future events and conditions, by their very nature they
involve inherent risks and uncertainties.
Actual performance and results could differ
materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to, known and
unknown risks, including: the completion and the timing of the
Acquisition; the ability of Essential and Element to receive, in a
timely manner, the necessary regulatory, securityholder, stock
exchange and other third-party approvals; the ability of Essential
and Element to satisfy, in a timely manner, the other conditions to
the closing of the Acquisition; interloper risk; the ability to
complete the Acquisition on the terms contemplated by the
Amalgamation Agreement, or at all; the consequences of not
completing the Acquisition, including the volatility of the share
price of Essential, negative reactions from the investment
community and the required payment of certain costs related to the
Acquisition; actions taken by government entities or others seeking
to prevent or alter the terms of the Acquisition; potential
undisclosed liabilities unidentified during the due diligence
process; the focus of management's time and attention on the
Acquisition and other disruptions arising from the Acquisition;
general economic, market or business conditions including those in
the event of an epidemic, natural disaster or other event; global
economic events; changes to Essential’s financial position and cash
flow and the uncertainty related to the estimates and judgements
made in the preparation of financial statements; potential industry
developments; and other unforeseen conditions which could impact
the use of services supplied by Essential. Accordingly, readers
should not place undue importance or reliance on the
forward‐looking statements. Readers are cautioned that the
foregoing list of factors is not exhaustive and should refer to the
“Risk Factors” section set out in Essential’s most recent annual
information form (a copy of which can be found under Essential’s
profile on SEDAR+ at www.sedarplus.ca).
Statements, including forward‐looking
statements, contained in this news release are made as of the date
they are given and Essential disclaims any intention or obligation
to publicly update or revise any forward‐looking statements,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws. The
forward‐looking statements contained in this news release are
expressly qualified by this cautionary statement.
Additional information on these and other
factors that could affect Essential’s operations and financial
results are included in reports on file with applicable securities
regulatory authorities and may be accessed under Essential’s
profile on SEDAR+ at www.sedarplus.ca.
ABOUT ESSENTIAL
Essential provides oilfield services to oil and
natural gas producers, primarily in western Canada. Essential
offers completion, production and wellsite restoration services to
a diverse customer base. Services are offered with coiled tubing,
fluid and nitrogen pumping and the sale and rental of downhole
tools and equipment. Essential offers one of the largest active
coiled tubing fleets in Canada. Further information can be found at
www.essentialenergy.ca
For further information, please contact:
Garnet K. AmundsonPresident and CEO Phone: (403)
513-7272service@essentialenergy.ca
The TSX has neither approved nor disapproved the
contents of this press release.
PDF
Available: http://ml.globenewswire.com/Resource/Download/ad5c3755-2440-411d-8605-d82b4a7dade2
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