Ensign slams the door shut on Precision’s bid for Trinidad, comes out on top

CALGARY, Nov. 27, 2018 /CNW/ – Ensign Energy Services Inc. (TSX:ESI) (“Ensign”) announced today that the conditions to its offer for Trinidad Shares at $1.68 per share (the “Offer”) have been satisfied or waived and it has taken up the Trinidad Shares deposited to the Offer as of 10:00 a.m. on November 27, 2018.

Approximately 56.38 per cent of the common shares (“Trinidad Shares”) of Trinidad Drilling Ltd. (TSX: TDG) (“Trinidad”) (154,111,528 Trinidad Shares) have been tendered to the Offer and have been taken up by Ensign satisfying the Statutory Minimum Condition being the tender to the Offer of more than 50% of the Trinidad Shares not owned or controlled by Ensign. Together with the 26,863,239 Trinidad Shares already owned by Ensign, this represents approximately 66.18 per cent of the issued and outstanding Trinidad Shares.

Holders of Trinidad Shares (“Trinidad Shareholders”) who have validly deposited and not withdrawn their Trinidad Shares need take no further action to accept the Offer. Trinidad Shareholders who tendered to the Offer will receive $1.68 cash for each Trinidad Share, which will be paid in accordance with the terms of the Offer. Ensign has taken up and accepted for payment all such deposited Trinidad Shares and will pay for such shares as soon as possible and in any event on or before November 29, 2018. If Trinidad Shares were tendered through brokers or financial intermediaries, holders of such Trinidad Shares will receive payment for their shares through their broker or financial intermediary.

Ensign has determined to waive the condition of the Offer that there shall have been validly deposited pursuant to the Offer and not withdrawn that number of shares, together with the Trinidad Shares held by Ensign at 10:00 a.m. (Toronto time) on November 27, 2018, representing at least 66⅔ per cent of the outstanding Trinidad Shares (the “Minimum Tender Condition”). All other conditions to the Offer, including the Key Regulatory Approvals (Competition Act and Hart Scott Rodino), have been satisfied or if applicable waived.

The Offer is being extended for the statutory mandatory extension period to December 10, 2018 at 5:00 p.m. (Toronto time) so that Trinidad Shareholders who have not yet tendered their Trinidad Shares will have the opportunity to tender to the Offer. Ensign is aware that a significant volume of Trinidad Shares were traded on Friday 23^rd November and Monday 26^th November with the intent to tender but will settle after the current cut-off. The extension also will allow all such settled trading to tender to the Offer.

Ensign will mail to Trinidad Shareholders a corresponding Notice of Extension regarding the extension of the expiry time of the Offer to Monday, December 10, 2018 at 5:00 p.m. (Toronto time), and file it on SEDAR (under Trinidad’s profile) at www.sedar.com.

Key Points of Offer:

• Shareholders of Trinidad to receive $1.68 in cash per Trinidad Share
• Offer represents a 17.2% premium over Precision Drilling Corporation’s (“Precision”) all-share proposed Arrangement, based on the closing price of the common shares of Precision on the TSX as of November 26, 2018
• Shareholders of Trinidad can tender their shares now by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at contactus@kingsdaleadvisors.com

In the event that the Trinidad securityholders’ meeting to consider the plan of arrangement between Precision and Trinidad (the “Inferior Precision Offer”) is not cancelled, Ensign intends to vote all of its Trinidad Shares against such transaction and soundly defeat it.

If Ensign acquires additional Trinidad Shares, which together with the Trinidad Shares already owned by Ensign, represent an aggregate of 66⅔ per cent or more of the Trinidad Shares during the mandatory extension of the Offer (including the 9.8 per cent of the Trinidad Shares that it owned prior to making the Offer), Ensign intends, if necessary, to complete a subsequent acquisition transaction to acquire the remaining Trinidad Shares. The timing and details of such transaction will depend on a variety of factors, as described in Ensign’s offer to purchase and take-over bid circular dated August 30, 2018 and as varied on November 16, 2018and November 27, 2018 (the “Offer to Purchase and Circular”). However, in all cases, if such a transaction is completed, all shares that remain outstanding will be acquired at the same price of $1.68 per share. Completion of such transaction may require up to 60 days or potentially longer from the expiry of the Offer.

If Ensign acquires an aggregate of 90 per cent or more of the Trinidad Shares during the mandatory extension of the Offer (that it did not own or control prior to the Offer), Ensign will exercise the right of compulsory acquisition under the Business Corporations Act (Alberta) to acquire all of the remaining Trinidad Shares at $1.68 per share as described in the Offer to Purchase and Circular.

After completion of such a subsequent acquisition transaction or compulsory acquisition Ensign will seek to delist the Trinidad Shares from trading on the Toronto Stock Exchange.

Ensign currently intends to purchase Common Shares in the market in the ordinary course from time to time at prices not exceeding $1.68 per share in accordance with the Offer and applicable securities laws.

A Trinidad Shareholder who has not yet tendered their Trinidad Shares that wishes to receive such $1.68 cash consideration should tender their Trinidad Shares to the Offer before the 5:00 p.m. (Toronto time) on December 10, 2018 to receive such cash consideration within ten days of such deposit. There is no assurance that Ensign will extend its Offer past the December 10, 2018 expiry date.

Company press release here

Image: Ensign Instagram @ensignenergy

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