The Offer provides Shareholders of Calfrac with an unobstructed path to receive a premium-to-market recovery, in cash, if the coercive, insider-led transaction that has been proposed to them by the entrenched board and management of Calfrac (the "Management Transaction") does not proceed. This Offer fulfils our commitment to Shareholders, and entirely eliminates Calfrac's baseless threat that Shareholders either vote for the Management Transaction or be eliminated.
The choice is simple for Shareholders:
Shareholders can only preserve their right to benefit from the premium recovery under the Offer by VOTING AGAINST the Management Transaction.
Highlights of the Offer:
- Material Premium to Current Market Price and to Recovery under Management Transaction
The consideration per Calfrac Share that will be paid pursuant to the Offer:
- represents a 20% premium to the market price of the Calfrac Shares on
September 1, 2020 , the last trading day prior to the date the intention to make the Offer was announced; - represents an overwhelming premium to the value per Calfrac Share that Shareholders would receive if the Management Transaction were implemented (on the basis of current market prices).
- Removes Virtually all Market-Standard Conditions to Create an Actionable Path to Premium Recovery.
Our Offer is subject to minimal conditions:
- Beyond the statutorily-required 50% minimum deposit condition (the "Statutory Minimum Condition"), our obligation to take up and pay for Calfrac Shares under the Offer is subject only to the following 4 conditions, all of which we expect will be satisfied or waived:
- that the Management Transaction (i) shall have failed to be approved by the required majorities of the Shareholders of Calfrac at the up-coming Shareholders Meeting and, in particular, but without limitation, shall not have been approved by the majorities required pursuant to the Interim Order and pursuant to MI 61-101; (ii) shall not have been approved by the Court; and (iii) shall have been terminated (the " Termination Condition"). The Offer is not available if the Management Transaction proceeds;
- receipt of regulatory approvals, if required;
- there being no law expressly prohibiting the completion of the Offer (the Offeror is not currently aware of any such impediment); and
- an agreement has not been entered into with Calfrac to complete the Wilks' Superior Alternative Transaction.
Any assertion that the Offer is too conditional is simply not credible.
Moreover, we intend to apply for relief from certain of the statutory take-over bid requirements. Specifically:
- The "Initial Deposit Period" of 105 days and the Statutory Minimum Condition, are legal requirements of Canadian securities laws that apply to all "unsolicited" take-over bids.
- In the event that the "Termination Condition" above is met (which we expect it will), we intend to apply to the appropriate securities regulatory authorities in
Canada for an order: (i) waiving the Statutory Minimum Condition; and (ii) shortening the Initial Deposit Period in order to allow us to take up and pay for Calfrac Shares deposited to the Offer as soon as all of the conditions to the Offer are satisfied or waived, rather than waiting until the expiry of the Initial Deposit Period. - While the grant of such relief is at the discretion of the applicable securities regulatory authorities, we believe that the circumstances in which the Offer is being made justify it being granted.
- A CCAA filing by Calfrac Will Not Affect our obligation to purchase Calfrac Shares under the Offer.
Shareholders can only preserve their right to benefit from the premium recovery under this Offer by VOTING AGAINST the Management Transaction.
Copies of the Take-Over Bid Circular and related materials are available at www.afaircalfrac.com and on Calfrac's profile on the Canadian System for Electronic Document Analysis and Retrieval at www.sedar.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 AND REALTED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN
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,
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
Based upon publicly available information, Calfrac's registered office is at 4500, 855-2nd Street S.W.
Wilks and Dan and
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 Premium Bid, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Bid, 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 Management Transaction are legally permissible, appropriate or capable of implementation.
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