Grey Wolf, Inc. (AMEX:GW) today announced that ISS RiskMetrics and Proxy
Governance, Inc., two of the nation’s leading
proxy advisory firms, have recommended that Grey Wolf shareholders vote “FOR”
the merger transaction between Grey Wolf and Precision Drilling Trust
(NYSE: PDS).
In supporting the transaction, ISS RiskMetrics stated: “Based
on a review of the terms of the transaction and the factors described
above, in particular, the strategic rationale and the enhanced
governance provisions, the merger agreement warrants shareholder
support. In addition, we note that the proposed offer seems to have
supported the Grey Wolf stock price as evidenced by the fact that Grey
Wolf's stock price has declined significantly less that the average
stock price decline of its peer group.”
Proxy Governance, in its recommendation that Grey Wolf shareholders vote
to approve the transaction, stated: “We
support this transaction because it appears to place a fair value on the
company based on the overall market reaction, the premium offered, and
the company’s historic prices. We also support
the board’s active engagement in the process,
as well as the use of an auction process to help maximize shareholder
value.”
Thomas P. Richards, Chairman, President and CEO of Grey Wolf, said, “We
are pleased that both ISS and Proxy Governance agree that this
transaction is in the best interests of our shareholders. Grey Wolf
shareholders will receive both immediate value through the cash
component of the consideration and will also have the opportunity to
participate in the upside as securityholders in the combined company. We
urge our shareholders to follow the ISS and Proxy Governance
recommendations and approve the merger by voting the proxy card FOR
adoption of the merger agreement.”
Stockholders needing assistance with their proxy can contact Grey Wolf’s
information agent, Georgeson, Inc.;
|
|
|
Banks and brokers call: (212) 440-9800
|
|
|
|
Grey Wolf stockholders call: (800) 561-3540
|
About Grey Wolf
Grey Wolf is a leading provider of turnkey and contract oil and gas land
drilling services in the United States. Grey Wolf operates from
divisions in South Texas, Gulf Coast, Ark-La-Tex, Mississippi/Alabama,
Mid-Continent, Rocky Mountain regions, and Mexico. Grey Wolf is
headquartered in Houston, Texas, USA. Grey Wolf, Inc. is listed on the
American Stock Exchange under the trading symbol "GW". For more
information about Grey Wolf, go to http://www.gwdrilling.com.
Forward-Looking Statements
The foregoing communication contains forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934. The specific forward-looking statements cover our
expectations and projections regarding the anticipated benefits of the
Precision merger. These forward-looking statements are subject to risks
and uncertainties, many of which are beyond our control, that could
cause actual results to differ materially, including oil and natural gas
prices and trends in those prices, the pricing and other competitive
policies of our competitors, uninsured or under-insured casualty losses,
cost of insurance coverage, increasing rig supply, changes in interest
rates, unexpected costs under turnkey drilling contracts, weather
conditions, the overall level of drilling activity in our market areas,
integration difficulties, and the risk that the merger may not be
completed or anticipated benefits will not be realized. Please refer to
reports filed with the Securities and Exchange Commission by Precision
and Grey Wolf for additional information concerning risk factors that
could cause actual results to differ materially from these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed merger, Precision has filed a
registration statement on Form F-4, which includes a proxy statement of
Grey Wolf with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS OF GREY WOLF ARE URGED TO CAREFULLY READ IN THEIR
ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT GREY WOLF, PRECISION, PRECISION LOBOS
CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF PRECISION CREATED AS A SPECIAL
PURPOSE VEHICLE, AND THE PROPOSED MERGER. Prospective investors and
security holders may obtain a free copy of the registration statement
and the proxy statement/prospectus and other documents containing
information about Grey Wolf and Precision, without charge, at the SEC’s
web site at www.sec.gov,
at Precision’s web site at www.precisiondrilling.com,
and at Grey Wolf’s web site at www.gwdrilling.com.
Copies of the registration statement and the proxy statement/prospectus
and the SEC filings are incorporated by reference therein may also be
obtained for free by directing a request to either Investor Relations,
Precision Drilling Trust, (403) 716-4500 or to Investor Relations, Grey
Wolf, Inc., (713) 435-6100.
Participants in the Solicitation
Grey Wolf and Precision and their respective directors, officers,
trustees and other persons may be deemed to be participants in the
solicitation of proxies from Grey Wolf’s
shareholders in respect of the proposed merger. Information about the
directors and executive officers of Grey Wolf and their ownership of
Grey Wolf common stock can be found in Grey Wolf’s
proxy statement filed October 29, 2008 (the “proxy
statement/prospectus”). Information
concerning the directors and executive officers of Precision is included
in the proxy statement/prospectus. Additional information regarding the
identity of potential participants in the solicitation of proxies in
respect of the proposed merger and a description of their direct and
indirect interests, by security holdings or otherwise, is also included
in the proxy statement/prospectus.
Grey Wolf, Inc., Houston
David W. Wehlmann, 713-435-6100
Executive
Vice President and Chief Financial Officer
Fax: 713-435-6171