CALGARY, ALBERTA–(Marketwired – March 23, 2017) – Savanna Energy Services Corp. (“Savanna“) (TSX:SVY) today reiterates the Savanna board of directors’ (the “Savanna Board“) unanimous rejection of the offer from Total Energy Services Inc. (“Total“) to purchase all of the Savanna Shares on the basis of 0.13 common shares of Total (“Total Shares“) and $0.20 in cash for each common share of Savanna (“Savanna Shares“) (the “Total Offer“).
The Savanna Board on recommendation of its Special Committee, unanimously supports the acquisition of all of the Savanna Shares by Western Energy Service Corp. (“Western“) pursuant to its previously announced proposed plan of arrangement (the “Western Arrangement“) on the basis of 0.85 of a common share of Western (the “Western Shares“) and $0.21 in cash per Savanna Share.
Do not accept the inferior value for your Savanna Shares. Since announcement, the Western Arrangement has been at a premium to the Total Offer and based on the respective closing prices on the Toronto Stock Exchange on March 23, 2017, the Western Arrangement was at a 10.6% premium to the Total Offer. The Western Arrangement currently provides Savanna shareholders with $2.12 in consideration while the Total Offer provides $1.92, which is a 3.6% discount to Savanna’s closing price on the Toronto Stock Exchange on March 23, 2017.
Do not feel pressured into tendering your shares to the inadequate Total Offer as additional time provides you with optionality.
- If Total does acquire more than 50% of the outstanding Savanna Shares (excluding Savanna Shares owned by Total or any person acting jointly or in concert with Total), Total will be required to extend the Total Offer for ten days following the initial expiry of the Total Offer.
- Total is paying your broker a solicitation fee to deposit your Savanna Shares to the Total Offer. Make sure you are getting the appropriate advice from an independent financial advisor in respect of your alternatives.
- Time is on the Savanna shareholder’s side. A meeting of Savanna shareholders to consider the Western Arrangement is scheduled for May, 2017. If you do not tender to the Total Offer, you’ll have the opportunity to participate in the Western Arrangement or any alternative proposals that may be made for your Savanna Shares. Do not tender and inadvertently surrender your option to consider all alternatives.
Savanna shareholders are urged not to tender their Savanna Shares to the Total Offer. If you have already tendered your Savanna Shares to the Total Offer, you can withdraw your Savanna Shares by contacting your broker or D.F. King, North American Toll Free at 1-800-622-1678 or via email at email@example.com.
Peters & Co. Limited is acting as financial advisor to Savanna in respect of the Western Arrangement and has provided the Savanna Board with its verbal opinion that, subject to certain customary assumptions, qualifications and limitations, the consideration to be received by holders of Savanna Shares pursuant to the terms of the Western Arrangement is fair, from a financial point of view, to the holders of Savanna Shares.
Cormark Securities Inc. has provided the Savanna Board with its verbal opinion that, subject to certain customary assumptions, qualifications and limitations, the consideration to be received by holders of Savanna Shares pursuant to the terms of the Western Arrangement is fair, from a financial point of view, to the holders of Savanna Shares.
Savanna is a leading contract drilling and oilfield services company operating in North America and Australia providing a broad range of drilling, well servicing and related services with a focus on fit for purpose technologies and industry-leading Aboriginal relationships.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information relating to the proposed acquisition of Savanna by Western pursuant to a plan of arrangement, the timing of the Savanna shareholders’ meeting and the opportunity to participate in the Western Arrangement and any future alternative proposals. These forward-looking statements and information are based on certain key expectations and assumptions made by Savanna. Completion of the Western Arrangement is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the arrangement agreement with Western. Although Savanna believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as Savanna cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to satisfy any of the conditions to completion of the Western Arrangement, the emergence of a superior proposal in respect of either party or the failure to obtain approval of the Savanna shareholders or Western shareholders may result in the termination of the arrangement agreement.
Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other risks that could affect completion of the Western Arrangement will be set forth in an information circular of Savanna to be mailed in connection with the Western Arrangement, which will be available on SEDAR at www.sedar.com. Other risk factors that could affect Savanna’s operations or financial results are included in Savanna’s annual information form and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Savanna does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
President and Chief Executive Officer
Telephone: (403) 267-6728
Savanna Energy Services Corp.
Executive Vice President and Chief Financial Officer
Telephone: (403) 214-5959
Longview Communications Inc.
Telephone: (604) 694-6037
D.F. King Canada
Telephone (Toll Free): 1-800-622-1678