CALGARY, ALBERTA--(Marketwired - April 9, 2013) - Calmena Energy Services Ltd. (CEZ.TO) ("Calmena") is pleased to announce that it has entered into a binding definitive agreement (the "Agreement") to sell its Wireline Technologies division to Keane Group Holdings, LLC ("Keane") for a purchase price of $12.0 million. The purchase price is comprised of all cash and is not subject to Keane obtaining financing. The closing is subject to certain conditions and is expected to close before the end of April, 2013. The proceeds from the sale of the Wireline Technologies division will be used to reduce corporate indebtedness.
The sale of the Wireline Technologies division is being undertaken in conjunction with Calmena's previously announced process to explore strategic alternatives. This strategic alternatives process is ongoing and it remains Calmena's intention not to disclose developments with respect to the process unless and until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary or appropriate.
ABOUT CALMENA ENERGY SERVICES INC.
Calmena is a diversified energy services company that provides well construction services to its customers operating in Canada, the United States, Latin America and the Middle East and North Africa. The common shares of Calmena trade on the Toronto Stock Exchange under the symbol "CEZ".
FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking statements relating to Calmena's plans, strategies, objectives, expectations and intentions. Expressions such as "may", "anticipate", "expect", "believe", "intend", "will", and similar expressions and statements are intended to identify forward-looking statements. Such statements represent Calmena's beliefs concerning, among other things, the timing of, and conditions to, the closing of the sale of the Corporation's Wireline Technologies division and the Corporation's plans to identify, examine and consider strategic alternatives available to the Corporation, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions and actual events or results may differ materially. Although Calmena believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Calmena's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Calmena.
In particular, forward-looking statements included in this news release include, but are not limited to, statements with respect to the timing of, and conditions to, the closing of the sale of the Corporation's Wireline Technologies division; the types of strategic alternatives available to the Corporation; and the Corporation's plans to identify, examine and consider strategic alternatives and the anticipated effect on shareholder value.
These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Calmena's control, including, but not limited to, failure to successfully negotiate and/or complete a transaction, including the sale of the Wireline Technologies division; the impact of general economic conditions; industry conditions and changes in industry conditions; volatility of commodity prices; decreased demand for energy services; competition from other energy services providers; the lack of availability of qualified personnel or management; ability of Calmena to re-finance or extend the maturity date of its senior debt and generate positive cash flow; failure of counter parties to perform on contracts; failure to successfully negotiate new contracts or renew existing contracts; failure to successfully deploy rigs; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; risks associated with international operations, including, but not limited to, effect of civil unrest on the Corporation's operations in Libya; seasonality; loss of key customers; fluctuations in foreign exchange or interest rates and stock market volatility; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to, oilfield equipment rentals and production and ancillary services; liabilities and risks, including environmental liabilities and risks inherent in oil and natural gas operations; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; ability to access sufficient capital from internal and external sources; failure to successfully negotiate contracts for drilling rig operations; failure to realize the anticipated benefits of the Corporation's investments; and the other risks considered under "Risk Factors" in our annual information form for the year ended December 31, 2011 which is available on www.sedar.com.
With respect to forward-looking statements contained in this news release, Calmena has made assumptions regarding, but not limited to: the implementation of the Corporation's international growth strategy; current commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; ability of Calmena to re-finance or extend the maturity date of its senior debt; ability of Calmena to renew existing contracts and enter into new contracts; rig utilization and pricing; future exchange rates; the impact of increasing competition; conditions in general economic and financial markets; industry conditions; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to oilfield equipment rentals and production and ancillary services; effects of regulation by governmental agencies; trends in Calmena's operations; and future operating costs.
Calmena's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Calmena will derive therefrom. Readers are cautioned that the foregoing lists of factors are not exhaustive.
These forward-looking statements are made as of the date of this news release and Calmena disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
- Investment & Company Information
Hank B. Swartout
Calmena Energy Services Inc.
John R. King
President and Chief Executive Officer
Calmena Energy Services Inc.
700, 333 - 7th Avenue SW
Calgary, Alberta T2P 2Z1