Precision Drilling Trust ("Precision") (TSX:PD.UN) (NYSE:PDS) and Grey
Wolf, Inc. ("Grey Wolf") (AMEX:GW) today announced that they had made a
clarifying amendment to the merger agreement dated August 24, 2008 (the
“Merger Agreement”). Supplemental proxy materials will be mailed to Grey
Wolf shareholders concerning the amendment. The special meeting of Grey
Wolf shareholders to approve the Merger Agreement, as amended, will be
moved to December 23, 2008 to allow Grey Wolf shareholders additional
time to consider the amendment.
Kevin Neveu, Chief Executive Officer of Precision Drilling Corporation,
and Tom Richards, Chief Executive Officer of Grey Wolf, both commented
that this delay in no way affects the clear intent and desire of both
parties to conclude this merger and they remain confident that the
merger will proceed as planned. Despite the challenging economic
environment, the strategic fit of Grey Wolf and Precision will create
North America's premier land drilling contractor, with active operations
in most conventional and nonconventional oil and natural gas basins in
the United States and Canada. Kevin Neveu further commented:
“Integration of the companies is well underway with involvement from
both organizations. I fully expect that the combined company will be
well positioned to deliver high performance, high value drilling and
servicing capabilities for natural gas and oil drilling opportunities
across North America.”
Closing of the merger is anticipated to take place on December 23, 2008,
promptly after the Grey Wolf special meeting of shareholders. Precision
and Grey Wolf have received all regulatory approvals required for the
merger and expect that all conditions to the completion of the merger
will be satisfied. Precision's lenders have committed to provide the
funds required by Precision to complete the merger.
Amendment to the Merger Agreement
The amendment clarifies the intention of the parties that to the extent
holders of Grey Wolf convertible notes do not convert their notes into
Grey Wolf common stock before the merger, the cash merger consideration
that would have been paid to them would instead be retained by Precision
for application towards the purchase price of the purchase offer for the
Grey Wolf convertible notes that Precision will be required to make
following the merger. The amendment also ensures that holders of Grey
Wolf common stock will receive, in the aggregate and on a fully-diluted
basis, $5.00 in cash and 0.1883 of a Precision trust unit for each share
of Grey Wolf common stock, although the actual amount received by each
holder of Grey Wolf common stock will depend on the election (or
non-election) of such holder and all other holders of Grey Wolf common
stock.
Under the terms of the Merger Agreement, the aggregate consideration
payable by Precision is a maximum cash amount of approximately $1.115
billion and approximately 42.0 million Precision trust units.