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MarketScreener Homepage  >  Equities  >  Toronto Stock Exchange  >  Calfrac Well Services Ltd.    CFW   CA1295841086

CALFRAC WELL SERVICES LTD.

(CFW)
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Calfrac Shareholders: Protect Your Investment by Voting AGAINST the Amended Management Transaction

10/13/2020 | 08:01am EST
  • PROXY ADVISORS UNANIMOUSLY AGREE SHAREHOLDERS SHOULD VOTE AGAINST: ISS and Glass Lewis continue to recommend that Shareholders VOTE AGAINST the Amended Management Transaction to protect their investment and right to a premium recovery.
  • WILKS' PREMIUM OFFER REMAINS THE SUPERIOR CHOICE: No matter how you look at it, $0.18 cash per share (and up to $0.25 cash per share) from Wilks remains the best option for Calfrac's shareholders. 
  • LEADING INDEPENDENT INDUSTRY EXPERTS SOUND THE ALARM ON CALFRAC:  Independent analysts are warning that Calfrac will likely be in bankruptcy protection within months if the Amended Management Transaction is completed. Shareholders would be most affected, which is why the Amended Management Transaction is a bad deal for everyone.
  • WHEN THE SMOKE CLEARS, THE WILKS' PREMIUM OFFER REMAINS:  No one is falling for Calfrac's 'smoke and mirror' approach to try to mislead shareholders on the feasibility of the Premium Offer.  The simple truth is that the Premium Offer is the best, most direct path to a premium recovery and does not require Court or creditor approval. 
  • VOTE AGAINST CALFRAC TODAY:  Use the BLUE proxy form TODAY to vote AGAINST the Amended Management Transaction and let Calfrac know that shareholders deserve better.

CISCO, Texas, Oct. 13, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") reminds shareholders of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) to vote AGAINST Calfrac's amended Recapitalization Transaction (the "Amended Management Transaction") at the special meeting of Shareholders to be held on October 16, 2020 (the "Meeting").  The deadline to submit your BLUE proxy and VOTE AGAINST is today at 11:59 p.m. MST.

This has been a long but very important campaign to ensure that Calfrac's shareholders are protected and treated fairly. Calfrac has fought tooth and nail, up to the very end, to try to ensure that its shareholders would not benefit from a premium recovery.  Whether Calfrac fails or succeeds in its attempts to minimize shareholder recovery is up to you.  Every vote is important to the outcome.  As you evaluate this important choice, consider the following:

  • The Amended Management Transaction benefits ONLY the Executive Chairman and a self-selected group of unsecured creditors.
  • Calfrac's efforts to expropriate shareholder value would have been successful if Wilks did not stand up for shareholders' rights and propose the Premium Offer.
  • Even when presented with the opportunity to beat the Premium Offer, Calfrac balked.
  • Any transaction pursued by Calfac will be significantly more conditional than Wilks' Premium Offer:  Calfrac requires shareholder approval, creditor approval, Court approval, and satisfaction of a very long list of conditions precedent.
  • Courts are not rubberstamps, as Calfrac has (remarkably) suggested. The claim that a plan can be immediately implemented in CCAA is illusory. The Premium Offer will be completed long before that happens.
  • Independent industry experts have carefully evaluated the two options for shareholders and weighed all of these considerations.  Their conclusion: Wilks' Premium Offer is the best choice for shareholders.

In the face of Calfrac's continued rhetoric to try to salvage their insider deal, Wilks has prepared a presentation for shareholders that sets the record straight (again).

View Shareholder Presentation.

The choice, and path forward, for Calfrac Shareholders remains clear: Vote the BLUE Proxy TODAY, AGAINST the Amended Management Transaction. 

Click here for voting instructions or learn more at www.afaircalfrac.com.

The deadline to submit your blue proxy is TODAY, October 13, 2020 at 11:59 p.m. MST.

If you have already voted AGAINST the Amended Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED) AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Wilks Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

Cision
View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac-shareholders-protect-your-investment-by-voting-against-the-amended-management-transaction-301150856.html

SOURCE Wilks Brothers, LLC.


© PRNewswire 2020
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