CALGARY, Aug. 20, 2012 /CNW/ - FMC Technologies, Inc. ("FMC") (NYSE:
FTI) and Pure Energy Services Ltd. ("Pure") (TSX: PSV) today announced
execution of a definitive acquisition agreement under which FMC will
acquire Pure for C$11.00 per share in cash, or approximately C$282
million (US$285 million).
Based in Calgary, Pure is a leading provider of frac flowback services
and an established wireline services provider operating in multiple
field locations in both Canada and the United States. Pure employs
approximately 1,300 employees. For the twelve months ended June 30,
2012, Pure generated C$282 million of revenue and C$59 million of
EBITDAS, with the majority related to frac flowback services.
"Consistent with our strategy to grow shale related businesses, we are
expanding into flowback services which complement the existing products
and services of our Surface Technologies segment," said John Gremp,
FMC's Chairman and CEO. "Pure is an industry leader, recognized for
their safety and environmental stewardship and the quality of their
services - values consistent with our own. By combining the products
and services of both companies, we will provide an integrated well site
solution which creates client value."
Kevin Delaney, Pure's Chairman and CEO commented, "Since commencing
operations in 2001, Pure has achieved significant growth. Today, we
are a premier provider of flowback and wireline services in Canada and
the United States. I am proud of the company and thank our loyal
employees for their many years of service. We strongly support the
transaction and are excited to join forces with FMC to accelerate
growth while continuing to provide our customers with superior service
in all of our service lines."
Under the terms of the acquisition agreement, the acquisition will be
accomplished by way of a plan of arrangement (the "Arrangement")
pursuant to the Business Corporations Act (Alberta). The proposed Arrangement is subject to certain conditions
including, the approval by i) the holders of Pure shares and options
representing at least two-thirds of votes cast in person or by proxy at
the meeting of Pure shareholders to be held to approve the Arrangement;
ii) the Court of Queen's Bench of Alberta; and iii) relevant
regulatory authorities. Under the arrangement agreement, Pure has
agreed that it will not solicit, initiate or participate in any
discussions concerning any other acquisition proposals, subject to the
ability of Pure to respond to superior proposals in certain
circumstances. A copy of the arrangement agreement will be filed on
Pure's SEDAR profile and will be available for viewing at www.sedar.com.
The Pure securityholders' meeting to approve the Arrangement is
currently expected to be held by mid-October 2012, and the closing of
the Arrangement is currently anticipated to be completed in October
2012. An information circular in respect of the meeting is currently
expected to be mailed to Pure shareholders and optionholders in
September 2012. In the event the Arrangement is not completed before
the close of business on October 31, 2012, being the record date for
the dividend of $0.09 per share declared by Pure on August 9, 2012, the
price per Pure Share under the Arrangement will be reduced by $0.09 per
share. Pure is also immediately suspending the operation of its
dividend reinvestment plan.
After receiving financial and legal advice, the Board of Directors of
Pure unanimously approved the Arrangement and determined that the
Arrangement is in the best interests of Pure shareholders. The Board
unanimously supports the Arrangement and recommends that the Pure
shareholders and optionholders vote in favor of the Arrangement.
AltaCorp Capital Inc. has provided an opinion to the Board of Directors
of Pure that, subject to certain assumptions, limitations and
qualifications, the consideration to be received by holders of Pure
Shares pursuant to the Arrangement is fair, from a financial point of
view, to shareholders.
Each of the directors and officers of Pure, collectively holding
approximately 18% of the issued and outstanding shares and options of
Pure, have entered into agreements with FMC pursuant to which they have
agreed to vote their Pure shares in favor of the Arrangement at the
meeting of shareholders and optionholders.
AltaCorp Capital Inc. acted as financial advisor to Pure and Blake,
Cassels & Graydon LLP served as Pure's legal counsel. Simmons &
Company International acted as financial advisor to FMC, Stikeman
Elliott LLP served as FMC's Canadian legal counsel, and Vinson & Elkins
LLP served as FMC's U.S. legal counsel.
About FMC Technologies:
FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of
technology solutions for the energy industry. Named by FORTUNE®
Magazine as the World's Most Admired Oil and Gas Equipment, Service
Company in 2012, the Company has approximately 16,100 employees and
operates 27 production facilities in 16 countries. FMC Technologies
designs, manufactures and services technologically sophisticated
systems and products such as subsea production and processing systems,
surface wellhead systems, high pressure fluid control equipment,
measurement solutions, and marine loading systems for the oil and gas
industry. For more information, visit www.fmctechnologies.com.
About Pure:
Pure is an oilfield services company that provides well completion and
abandonment services to oil and gas exploration and development
entities in the Western Canadian Sedimentary Basin and certain regions
of the United States.
Forward-Looking Statements by FMC Technologies:
This press release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve significant risks, uncertainties and assumptions
that could cause actual results to differ materially from FMC's
historical experience and present expectations or projections. These
risks, uncertainties and assumptions relate to, among other things,
FMC's ability to consummate the proposed transaction with Pure; FMC's
ability to obtain the requisite Pure shareholder approval and court
approval of the transaction with Pure; FMC's ability to obtain
regulatory approval and the satisfaction of other conditions to
consummation of the transaction with Pure; FMC's ability to
successfully integrate Pure's operations and employees; FMC's ability
to realize anticipated synergies and cost savings from the transaction
with Pure; the potential impact of the announcement or consummation of
the transaction with Pure on relationships, including with employees,
suppliers, customers and competitors of FMC and Pure; and the other
factors described in FMC's Annual Report on Form 10-K for the year
ended December 31, 2011, as well as its other filings with the
Securities and Exchange Commission. FMC cautions to not place undue
reliance on any forward-looking statements, which speak only as of the
date hereof. FMC undertakes no obligation to publicly update or revise
any of its forward-looking statements after the date they are made,
whether as a result of new information, future events or otherwise.
Forward-Looking Statements by Pure:
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to
identify forward-looking statements or information. More particularly
and without limitation, this press release contains forward-looking
statements and information concerning: the timing and anticipated
receipt of required regulatory, court and securityholder approvals for
the Arrangement; the ability of Pure and FMC to satisfy the other
conditions to, and to complete, the Arrangement; and the anticipated
timing of the mailing of the information circular regarding the
Arrangement and the closing of the Arrangement.
In respect of the forward-looking statements and information concerning
the anticipated completion of the proposed Arrangement and the
anticipated timing for completion of the Arrangement, Pure has provided
such in reliance on certain assumptions that it believes are reasonable
at this time, including assumptions as to the time required to prepare
and mail Pure securityholder meeting materials, including the required
information circular; the ability of the parties to receive, in a
timely manner, the necessary regulatory, court and securityholder
approvals, including but not limited to the Hart-Scott-Rodino Act
approval, and the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Arrangement. These
dates may change for a number of reasons, including unforeseen delays
in preparing meeting materials, inability to secure necessary
securityholder, regulatory, court or other third party approvals in the
time assumed or the need for additional time to satisfy the other
conditions to the completion of the Arrangement. Accordingly, readers
should not place undue reliance on the forward-looking statements and
information contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement
include the failure of Pure or FMC to obtain necessary securityholder,
regulatory and court approvals, or to otherwise satisfy the conditions
to the Arrangement, in a timely manner, or at all. Failure to so obtain
such approvals, or the failure of Pure or FMC to otherwise satisfy the
conditions to the Arrangement, may result in the Arrangement not being
completed on the proposed terms, or at all. In addition, the failure of
Pure to comply with the terms of the Arrangement Agreement may result
in Pure being required to pay a non-completion or other fee to FMC, the
result of which could have a material adverse effect on Pure's
financial position and results of operations and its ability to fund
growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could affect
the operations or financial results of Pure are included in reports on
file with applicable securities regulatory authorities and which may be
accessed on Pure's SEDAR profile at www.sedar.com. The forward-looking statements and information contained in this
press release are made as of the date hereof and Pure undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
Non-IFRS Measures of Pure
EBITDAS does not have a standardized meaning prescribed by IFRS.
Management of Pure believes that, in addition to net earnings, EBITDAS
is a useful supplemental measure. EBITDAS is provided as a measure of
operating performance without reference to financing decisions,
depreciation, income tax or stock-based compensation impacts, which are
not controlled at the operating management level. Investors should be
cautioned that EBITDAS should not be construed as an alternative to net
earnings determined in accordance with IFRS as an indicator of Pure's
financial performance. Pure's method of calculating EBITDAS may differ
from that of other entities and accordingly may not be comparable to
measures used by other entities. See sections titled "Reconciliation of
EBITDAS to Net Earnings" in our annual and interim reports filed on
SEDAR.
SOURCE: Pure Energy Services Ltd.