CALGARY, ALBERTA AND HOUSTON, TEXAS--(Marketwire - Dec. 2, 2008) - 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.
