Trican Well Service Ltd. ("Trican") (TSX:TCW) and Canyon Services Group Inc. ("Canyon") (TSX:FRC) are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which Trican has agreed to acquire all of the issued and outstanding common shares of Canyon (the "Canyon Shares") on the basis of 1.70 common shares of Trican (the "Trican Shares") for each outstanding Canyon Share (the "Transaction").
The consideration to be received by Canyon shareholders reflects a value of $6.63 per Canyon Share based on the closing price of Trican Shares on the Toronto Stock Exchange (the "TSX") on March 21, 2017, which represents a 32% premium over the closing price of Canyon Shares on the TSX on March 21, 2017. The aggregate Transaction value is approximately $637 million, including the assumption of approximately $40 million in Canyon debt. Upon completion of the Transaction, existing holders of Trican Shares and Canyon Shares will collectively own approximately 56% and 44% of the combined company, respectively.
"This combination with Canyon will create a Western Canadian based leading energy services firm that has the asset base, efficient cost structure and financial capacity to create value for all of our combined stakeholders," said Dale Dusterhoft, Trican's President and Chief Executive Officer. "We have always held Canyon in very high regard and look forward to welcoming the Canyon employees to the Trican family. Our companies have a shared base of values and an alignment on our commitment to safety, service, technology and operational excellence."
Brad Fedora, President and Chief Executive Officer of Canyon will join Trican's board of directors (the "Trican Board") upon closing of the Transaction, and stated, "The Transaction provides our shareholders an opportunity to participate in the exceptional value potential of the combined company." Fedora continued, "Trican and Canyon have similar businesses and shared values and we are committed to driving a successful integration. We envision a combined company that will set the standard for service quality, field execution and operating efficiencies. We will deliver exceptional service and technology to our existing and prospective clients and will create new career opportunities for our employees."
Dusterhoft concluded, "We expect the Transaction to be significantly accretive to cash flow as the integration is completed in 2018. As we look at our businesses today, both companies' available horsepower is fully committed and we have increased visibility on strong activity through the third and fourth quarters of 2017. Job sizes and horsepower per job continue to increase and the combined company will have ability to respond to these changes in the market."
The Trican Board has unanimously approved the Transaction and recommends that holders of Trican Shares vote in favour of the ordinary resolution approving the issuance of Trican Shares pursuant to the Transaction. RBC Capital Markets, financial advisor to Trican, delivered a verbal opinion to the Trican Board to the effect that, as of March 21, 2017, and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio is fair, from a financial point of view, to Trican.
The board of directors of Canyon (the "Canyon Board") has unanimously approved the Transaction and recommends that holders of Canyon Shares vote in favour of the special resolution approving the Transaction. Peters & Co. Limited is acting as financial advisor to Canyon in respect of the Transaction and has provided the Canyon Board with its verbal opinion that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by holders of Canyon Shares pursuant to the terms of the Arrangement Agreement is fair, from a financial point of view, to the holders of Canyon Shares.
Under the terms of the Arrangement Agreement, the Transaction will be effected by way of a plan of arrangement of Canyon under the Business Corporations Act (Alberta).
The Transaction is expected to be completed in the second half of 2017 and is subject to TSX and Alberta Court of Queen's Bench approval, regulatory approvals and the satisfaction of other customary closing conditions.
The Transaction will require approval by at least 66 2/3 percent of holders of the Canyon Shares represented in person or by proxy at an annual and special meeting of holders of Canyon Shares to be called to consider the Transaction and a majority of the votes cast by holders of Canyon Shares after excluding the votes cast by those persons whose votes may not be included under the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The issuance of the Trican Shares pursuant to the Transaction will require approval by holders of a simple majority of Trican Shares represented in person or by proxy at an annual and special meeting of Trican shareholders called to consider the issuance of Trican Shares pursuant to the Transaction, pursuant to the requirements of the TSX.
RBC Capital Markets is acting as lead financial advisor to Trican. Scotiabank also acted as a financial advisor. Blake, Cassels & Graydon LLP is acting as Trican's legal advisor.
Peters & Co. Limited is acting as financial advisor to Canyon. Burnet, Duckworth & Palmer LLP is acting as Canyon's legal advisor.
Conference Call and Webcast Details
Trican and Canyon will host a conference call on Wednesday, March 22, 2017 at 7:00 a.m. MT (9:00 a.m. ET) to discuss the proposed Transaction.
An accompanying presentation will be posted to the Trican at www.tricanwellservice.com/investors. To listen to the webcast of the conference call, please enter: http://edge.media-server.com/m/p/k5uwfwry in your web browser.
In addition, you may participate in the call by dialing 1-844-358-9180 (North America) or 478-219-0187 (outside North America) 15 minutes prior to the call's start time and ask for the "Trican / Canyon Conference Call".
The conference call will be archived on Trican's website at www.tricanwellservice.com/investors.
Headquartered in Calgary, Alberta, Trican provides a comprehensive array of specialized products, equipment and services that are used during the exploration and development of oil and gas reserves.
Canyon is an oilfield services company that focuses operations in the WCSB with two core business lines: Pressure Pumping Services and Fluid Management Services. Canyon provides Pressure Pumping Services while Canyon's wholly owned subsidiary, Fraction Energy Services Ltd., provides Fluid Management Services.
SOURCE: Trican Well Service Ltd.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.