Seawell and Allis-Chalmers Conference Web/Conference Call
(Thomson Reuters ONE) -
August 12, 2010
Seawell to Acquire Allis-Chalmers Energy in USD 890 Million Transaction
The acquisition combines Seawell's leading Drilling and Well Services business
with Allis-Chalmers' Drilling, Rental and Oilfield Service offerings to create a
global oilfield service company with operations in 30+ countries.
The combination spurs international growth through operational synergies and
combined offerings, enabling 6,500 employees to serve the world's leading E&P
companies in the Americas, Europe, Africa, the Middle East and Southeast Asia.
HAMILTON, BERMUDA & HOUSTON, TEXAS (August 12, 2010): Seawell Limited (NOTC:
SEAW) and Allis-Chalmers Energy Inc. (NYSE: ALY) today announced that their
Boards of Directors have unanimously approved a definitive merger agreement
providing for the acquisition of Allis-Chalmers by Seawell in a transaction
valued at approximately USD 890 million (including assumed debt).
The combined company will have approximately 6,500 employees and is projected by
equity research analysts to have an estimated revenues of USD 1.3 billion and a
contribution to capital or EBITDA of USD 195 million in 2010. The combined
company will operate its Drilling and Well Services offerings with a global
footprint covering more than 30 of the world's key oil and gas regions including
the US, Gulf of Mexico, Brazil, Argentina, North Sea, Middle East, Africa and
Southeast Asia / Pacific.
The combined Drilling Services offering will include platform drilling, land
contract drilling, modular rigs, maintenance of drilling systems, directional
drilling technology, underbalanced drilling, facility engineering services, rig
and riser inspections, and oilfield rentals. The company will be able to
provide its customers with fully integrated drilling services, both onshore and
offshore, with more than 4,000 experienced drilling crew members and senior
directional drillers. The Well Services offering will include electric and
mechanical wireline services, production logging services, coil tubing services,
ultrasonic investigation logging services, down-hole cameras, and advanced well
fishing services. The combined company has a long track record of safe and
efficient operations in the North Sea, USA and South America.
Seawell's Executive Chairman, Jorgen Peter Rasmussen, said: "We are very
pleased to welcome Allis-Chalmers' employees and management to Seawell. This is
a major step in our quest to create a global first-class drilling and well
services company focused on assisting our customers in producing more
hydrocarbons from their existing fields. We complement each other with a much
improved geographical footprint, similar focus on customers and a wider range of
technology and services, which we are now able to offer to our combined customer
base. We intend to build a unique and leading company in the oilfield service
sector."
Mr. Rasmussen foresees that "the merger will allow the combined company to grow
the business and profitability faster than each of the companies on their own.
We invite all Allis-Chalmers stakeholders to join the new combined company and
participate in an exciting future as the new company will have the ambition to
become one of the largest independent well services companies."
Under the agreement, Allis-Chalmers stockholders will have the right to elect
USD 4.25 in cash or 1.15 Seawell common shares for each share of Allis-Chalmers
common stock, subject to proration if more than 35% of the shares elect to
receive cash. Shares of Allis-Chalmers' existing preferred stock will be treated
as common stock on an as converted basis. Based on the closing price of the
Seawell common shares on the NOTC on August 12, 2010, the implied acquisition
price represents a 28% premium to Allis-Chalmers' six month average stock price
and a 77% premium over today's closing price. The merger is conditioned, among
other things, on the listing of Seawell on the Oslo Bors or the London Stock
Exchange and Seawell raising no less than an additional USD 100 million in
equity. The transaction is intended to be tax-free to stockholders of both
companies for U.S. federal income tax purposes and will be accounted for as a
purchase.
Upon completion of the merger, Jørgen Peter Rasmussen (51) will be the combined
company's new Chief Executive Officer and President, and a member of the Board
of Directors. The new company's Chief Operating Officer and Executive Vice
President will be Thorleif Egeli (46) who is currently the Chief Executive
Officer of Seawell Management AS.
Allis-Chalmers' Chairman and Chief Executive Officer Munawar ("Micki") H.
Hidayatallah said: "We are excited by the prospects of the combination of these
two companies and strongly believe that we will greatly accelerate the execution
of Allis-Chalmers' strategic objectives to access and develop new technologies,
increase the products and services we offer our customers and expand our global
footprint."
The non-executive Chairman of Seawell Limited will be Saad Bargach of Lime Rock
Partners and Tor Olav Trøim will continue as Vice-Chairman. Among the other
Board members will be Alejandro Bulgheroni, Cecilie Fredriksen, Giovanni Dell'
Orto, and John Reynolds of Lime Rock Partners. Hidayatallah will serve as a
senior advisor to the new Board.
Lime Rock Partners V, L.P. (Lime Rock) has entered into an agreement with
Seawell pursuant to which Lime Rock has, among other things, agreed that if it
votes in favor of the merger, it will elect to receive Seawell common shares in
respect of the Allis-Chalmers preferred and common stock that it holds.
Pursuant to this agreement, Lime Rock has also agreed to vote its Allis-Chalmers
shares against any alternative transaction for a period of nine months following
any termination of the merger agreement.
Saad Bargach, Managing Director of Lime Rock Partners and proposed Chairman of
the merged company, said, "Lime Rock is exceptionally enthusiastic about the
merger between two great companies like Allis-Chalmers and Seawell. We believe
that the combined company's global presence, onshore and offshore expertise,
differentiated technology, and exceptional management team will result in an
even more effective competitor in the international oilfield service sector."
The merger is subject to the approval of Allis-Chalmers' stockholders as well as
HSR approval, and other customary conditions. The companies anticipate that the
transaction could close as soon as the end of the calendar year. Seawell and
Allis-Chalmers intend to file a proxy statement / prospectus with the U.S.
Securities and Exchange Commission as soon as possible.
Alpha Corporate Finance and Goldman Sachs International are acting as Seawell's
financial advisors. Seawell's legal advisors are Skadden, Arps, Slate, Meagher
& Flom LLP, and Wiersholm, Mellbye & Bech, advokatfirma AS. Andrews Kurth LLP
and Thommessen are legal advisors for Allis-Chalmers. RBC Capital Markets
Corporation is acting as Allis-Chalmers' financial advisor and rendered a
fairness opinion to its Board of Directors.
Web cast /Conference Call
Seawell and Allis-Chalmers have scheduled a joint web cast/conference call today
to discuss the merger. The call will begin at 8:00 a.m. Eastern time and 2:00
p.m. Central European time, on August 13, 2010.
To listen to the presentation, the following options are available:
A:Web cast
In order to listen to the presentation on web, you need to have installed
windows media player and a sound card on your computer.Click here to register.
B: Conference call
To access the call, which is open to the public, please contact the conference
call operator at the Participant Telephone Numbers listed below. Please call in
20 minutes prior to the scheduled start time, and ask for the "Seawell and
Allis-Chalmers Conference Call."
UK Toll +44 (0)20 7138 0826
UK Toll Free 0800 032 4094
US Toll +1 212 444 0481
US Toll Free 1866 239 0753
Norway Toll +47 2415 9756
Norway Toll Free 800 19639
Participants will have to quote the Confirmation Code 9583341 when dialing in to
the conference.
A replay will be available through, September 15, 2010. Please use the Soundbyte
Replay Access Numbers listed below:
Soundbyte Replay Access Number:
UK Toll +44 (0)20 7111 1244
US Toll +1 347 366 9565
Norway Toll +47 2100 0498
Participants will have to quote the Confirmation Code 9583341 and press # when
dialing in to the conference.
The call and replay will also be web cast on www.seawellcorp.com and on
www.alchenergy.com. Today's news release, along with other news about Seawell
and Allis-Chalmers, will be available on the Internet at www.seawellcorp.com and
at www.alchenergy.com.
This press release (and all oral statements made regarding the subjects of this
document, including on the conference call announced herein) contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically
identified by words or phrases such as "will," "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "target," "forecast," and
other words and terms of similar meaning. These forward-looking statements
involve a number of risks and uncertainties. Seawell and Allis-Chalmers caution
readers that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking statement. Such forward-looking statements include, but
are not limited to, statements about the benefits of the proposed merger
involving Seawell and Allis-Chalmers, including future financial and operating
results, Seawell's and Allis-Chalmers' plans, objectives, expectations and
intentions, the expected timing of completion of the transaction, and other
statements that are not historical facts. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are set forth in Allis-Chalmers' filings with the Securities and
Exchange Commission. These include risks and uncertainties relating to: the
ability to obtain the requisite Allis-Chalmers stockholder approval; the risk
that Allis-Chalmers or Seawell may be unable to obtain governmental and
regulatory approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; the risk that a
condition to closing of the merger may not be satisfied; the timing to
consummate the proposed merger; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other synergies
from the transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the diversion of
management time on merger-related issues; general worldwide economic conditions
and related uncertainties; and the effect of changes in governmental
regulations. Neither Seawell nor Allis-Chalmers undertakes any obligation to
publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Additional Information And Where To Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed merger between Seawell and Allis-Chalmers, Seawell
will file with the SEC a Registration Statement on Form F-4 that will include a
proxy statement of Allis-Chalmers that also constitutes a prospectus of
Seawell. Seawell and Allis-Chalmers will mail the proxy statement/prospectus to
the Allis-Chalmers stockholders. Seawell and Allis-Chalmers urge investors and
stockholders to read the proxy statement / prospectus regarding the proposed
merger when it becomes available, as well as other documents filed with the SEC,
because they will contain important information. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of charge, at the
SEC's website (www.sec.gov). You may also obtain these documents, free of
charge, from Seawell's website (www.seawellcorp.com) under the tab "Investors."
You may also obtain these documents, free of charge, from Allis-Chalmers'
website (www.alchenergy.com) under the tab "For Investors" and then under the
heading "SEC Filings."
Participants In The Merger Solicitation
Seawell, Allis-Chalmers, and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Allis-Chalmers stockholders in favor of the merger and related matters.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Allis-Chalmers stockholders in connection
with the proposed merger will be set forth in the proxy statement/prospectus
when it is filed with the SEC. You can find information about Allis-Chalmers'
executive officers and directors in its definitive proxy statement filed with
the SEC on April 30, 2010. Additional information about Seawell's executive
officers and directors and Allis-Chalmers' executive officers and directors can
be found in the above-referenced Registration Statement on Form F-4 when it
becomes available. You can obtain free copies of these documents from Seawell
and Allis-Chalmers using the contact information above.
Use of EBITDA
This press release contains references to EBITDA, a non-GAAP financial measure
that complies with federal securities regulations when it is defined as net
income (the most directly comparable GAAP financial measure) before interest,
taxes, depreciation and amortization. We define EBITDA accordingly for the
purposes of this press release. EBITDA, as used and defined in this press
release, may not be comparable to similarly titled measures employed by other
companies and is not a measure of performance calculated in accordance with
GAAP. EBITDA should not be considered in isolation or as a substitute for
operating income, net income or loss, cash flows provided by operating,
investing and financing activities, or other income or cash flow statement data
prepared in accordance with GAAP. However, we believe EBITDA is useful to an
investor in evaluating operating performance because these measures:
* are widely used by investors in the energy industry to measure a company's
operating performance without regard to the items excluded from EBITDA,
which can vary substantially from company to company depending upon
accounting methods and book value of assets, capital structure and the
method by which assets were acquired, among other factors; and
* help investors to more meaningfully evaluate and compare the results of our
operations from period to period by removing the effect of our capital
structure and asset base from our operating results.
There are significant limitations to using EBITDA as a measure of
performance, including the inability to analyze the effect of recurring and
non-recurring items that are excluded from EBITDA and materially affect net
income or loss, results of operations, and the lack of compatibility of the
results of operations of different companies.
Contacts for Seawell
Jorgen Rasmussen, Executive Chairman Seawell Ltd., +47 51 30 80 00
Thorleif Egeli, CEO Seawell Management AS, +47 51 30 80 00
Lars Bethuelsen, CFO Seawell Management AS, +47 51 30 80 00
Contacts for Allis-Chalmers
Micki Hidayatallah, Chairman and CEO, Allis-Chalmers Energy Inc.,
+1.713.369.0550
Victor Perez, CFO, Allis-Chalmers Energy Inc., +1.713.369.0550
SOURCE Seawell Limited
http://www.seawellcorp.com
http://www.alchenergy.com
[HUG#1437800]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
All reproduction for further distribution is prohibited.
Source: Seawell via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 13.08.2010 - 03:41 Uhr
Sprache: Deutsch
News-ID 39565
Anzahl Zeichen: 0
contact information:
Town:
Stavanger
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 214 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Seawell and Allis-Chalmers Conference Web/Conference Call"
steht unter der journalistisch-redaktionellen Verantwortung von
Seawell (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
