Wenzel Downhole Tools Ltd. Announces Completion Of Going-Private Transaction
CALGARY, ALBERTA--(Marketwired - July 31, 2013) - Wenzel Downhole Tools Ltd. ("Wenzel" or the "Company") (WZL.TO) is pleased to announce that 1748017 Alberta Ltd. (the "Purchaser"), a subsidiary of Basin Tools, L.P. ("Basin"), has completed its acquisition of the Company.
The acquisition was implemented through a Court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) involving Wenzel, Basin, the Purchaser and the securityholders of Wenzel.
Under the Arrangement, shareholders will receive cash proceeds for each common share held of $2.25, without interest. Each option to acquire common shares has been cancelled and the holder thereof will receive a cash payment representing the amount by which $2.25 exceeds the relevant exercise price of such option. All of the series 1 preferred shares were previously held by Basin and have been converted into common shares.
Details of the Arrangement are contained in Wenzel's Information Circular dated June 17, 2013. Copies of the Information Circular, together with the letter of transmittal, were delivered to Wenzel's securityholders and are also available electronically under the Company's profile on SEDAR at www.sedar.com.
The Arrangement was approved at the special meeting of the securityholders and by the Court of Queen's Bench of Alberta on July 30, 2013.
As a result of the Arrangement, Wenzel and the Purchaser amalgamated to become "Wenzel Downhole Tools Ltd."
All of the issued and outstanding common shares are expected to be delisted from the Toronto Stock Exchange shortly.
Wenzel will also submit applications to cease to be a reporting issuer under the securities laws in the provinces of Alberta, British Columbia and Ontario.
About Wenzel Downhole Tools Ltd.
The Company is a designer, manufacturer, seller and renter of drilling tools used in oil and gas exploration that operates in Canada, the United States and internationally; its shares trade on the Toronto Stock Exchange under the symbol "WZL".
The Company's Canadian sales, manufacturing and servicing facilities are located in Edmonton, Alberta and its US sales and servicing facilities are located in Conroe, Texas; Odessa, Texas; Morgantown, West Virginia; Casper, Wyoming and Oklahoma City, Oklahoma. It also has a sales and service facility in Celle, Germany. The main corporate office is located in Calgary, Alberta.
Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements". These statements are based on current beliefs and assumptions of management, however are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the forward-looking statements in this press release.
Forward-looking statements in this press release may include, without limitation, timing for delisting of Wenzel's common shares from the Toronto Stock Exchange and for Wenzel to cease to be a reporting issuer. In addition to other expectations and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals. Readers are cautioned that the foregoing list is not exhaustive of all expectations and assumptions which have been used. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. For additional information with respect to certain of these beliefs, assumptions, risks and uncertainties, please refer to the Company's Annual Information Form for fiscal 2012 available on SEDAR at http://www.sedar.com. Forward-looking statements are based on estimates and opinions of management of the Company at the time the statements are presented. The Company may, as considered necessary in the circumstances, update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, but the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.
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