CALGARY, ALBERTA–(Marketwired – April 27, 2017) – Total Energy Services Inc. (“Total Energy“) (TSX:TOT) announced today that it has taken-up an additional 3,178,051 common shares (“Savanna Common Shares“) of Savanna Energy Services Corp. (“Savanna“) under Total Energy’s offer to purchase all of the outstanding Savanna Common Shares (the “Offer“), representing 2.7% of the total number of issued and outstanding Savanna Common Shares.
In accordance with the terms of the Offer, Total Energy has provided Computershare Investor Services Inc. (the “Depositary“), the depositary for the Offer, with 413,147 common shares of Total Energy (“Total Common Shares“), representing the share consideration payable under the Offer by Total Energy for the additional Savanna Common Shares taken-up by it, and the cash consideration payable by Total Energy for those Savanna Common Shares.
Total Energy also announced that the Offer has now expired. Total Energy acquired an aggregate of 99,772,765 Savanna Common Shares under the Offer, representing approximately 84.4% of the total number of outstanding Savanna Common Shares. In addition, Total Energy acquired an aggregate of 1,800,000 Savanna Common Shares in market transactions during the currency of the Offer. As such, Total Energy owns approximately 86% of the total number of issued and outstanding Savanna Common Shares.
Total Energy currently intends to effect a subsequent acquisition transaction to acquire the Savanna Common Shares not tendered to the Offer. Following the completion of such subsequent acquisition transaction, Total Energy intends to cause Savanna to apply to the Toronto Stock Exchange (the “TSX“) to delist the Savanna Common Shares from the TSX and, if permitted by applicable law, cause Savanna to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws.
Non-Canadian Savanna shareholders who reside in certain U.S. states1 or in Puerto Rico and who are not “exempt institutional investors” under the laws of their jurisdiction of residence (“Non-Exempt Shareholders“) are not entitled to receive Total Common Shares as partial consideration for the Savanna Common Shares tendered by them to the Offer. Arrangements have been made for the Depositary, as agent for such Non-Exempt Shareholders, to sell, or cause to be sold (through a broker in Canada and on the Toronto Stock Exchange) the Total Common Shares that would otherwise be issuable to such Non-Exempt Shareholders. After completion of such sales, the Depositary will distribute the aggregate net proceeds of sale, after expenses, commissions and applicable withholding taxes, pro rata, among the Non-Exempt Shareholders. Any sales of Total Common Shares on behalf of Non-Exempt Shareholders will be completed as soon as practicable after the date on which Total Energy pays for the Savanna Common Shares of the Non-Exempt Shareholders under the Offer and will be done in a manner intended to maximize consideration to be received from the sale of Total Common Shares and to minimize any adverse impact of the sale on the market for the Total Common Shares.
1 Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Illinois, Kentucky, Louisiana, Maryland, Massachusetts, Montana, Nebraska, Nevada, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West Virginia or Wyoming.
Copies of Total Energy’s early warning reports filed for the take-up of Savanna Common Shares may be obtained from Cam Danyluk, Vice President, Legal, General Counsel and Corporate Secretary of Total Energy at Total Energy’s head office located at Suite 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.
About Total Energy
Total Energy is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the applicable securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Information Cautionary Statement
This news release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning information concerning the arrangements for the sale of Total Common Shares on behalf of Non-Exempt Shareholders under the Offer and Total Energy’s intentions with respect to Savanna and any Savanna Common Shares not tendered to the Offer.
Forward-looking statements are based upon the opinions and expectations of management of Total Energy as at the effective date of such statements. Although Total Energy believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as fluctuations in market prices for the publicly traded securities of Total Energy and Savanna and new laws and regulations (domestic and foreign).
Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.
The forward-looking statements contained in this news release are made as of the date hereof and Total Energy does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.