Glass Lewis reverses their original recommendation and now both Glass Lewis and ISS recommend that Shareholders vote AGAINST the Management Transaction.
When viewed alongside the significant sell-side analysts' support of Wilks' Superior Alternative Proposal, it is clear that the market recognises that Calfrac Shareholders will not benefit from the insider-led Management Transaction.
The proxy deadline for the BLUE proxy is September 14, 2020 at 5pm MST.
CISCO, Texas, Sept. 11, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") is pleased to announce that proxy advisory firm Glass Lewis & Co. ("Glass Lewis") has today reversed its original voting recommendation and now recommends, that Shareholders of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) vote AGAINST Calfrac's Recapitalization Transaction (the "Management Transaction") at the special meeting of Shareholders to be held on September 17, 2020 (the "Meeting").
Glass Lewis makes the following compelling points, considering both the Wilks "Superior Alternative Proposal" and the Wilks' premium take-over bid which was launched on September 9, 2020 (the "Premium Offer") in contrast to the conflict-ridden Management Transaction, in recommending that Shareholders now vote AGAINST the Management Transaction and all other items at the Meeting:
"In light of the formal launch of the Wilks Offer … and the Company's announcement … that the Calfrac special committee and board will review the Wilks Offer, file a circular and make a recommendation to shareholders with respect to the Wilks Offer in due course, at this time, in order to preserve the ability of shareholders to potentially tender into and accept the Wilks Offer, we believe unaffiliated Calfrac shareholders should vote against the Recapitalization Transaction currently proposed by the board and management. As noted above, the Wilks Offer is not available if the Recapitalization Transaction proceeds". (emphasis added)
"In terms of the common shareholder value differential, as noted in Wilks' announcements, the Wilks Offer price of C$0.18 per share represents a 20% premium to Calfrac's share price on September 1, 2020, the last trading day before Wilks announced its intention to make a takeover offer. Wilks also asserts that the Wilks Offer price is far superior to the C$0.03 per share that common shareholders would receive under the management-proposed Recapitalization Transaction. Wilks arrives at this estimated value under the Recapitalization Transaction based on the Company's disclosure in the July 13, 2020 announcement presentation of a C$50 million plan equity value, a pro forma share ownership for existing shareholders of 7.8% and 1,877 million total common shares outstanding (pre-dilution). From the perspective of common shareholders, we recognize that the choice between these two values is clear".
"Given the current financial position and prospective performance of Calfrac going forward, we are inclined to suggest that an immediate, all-cash payment at a price representing a premium to Calfrac's unaffected and current share prices -- and a value that is roughly six times greater than the estimated initial value under the Recapitalization Transaction -- may reasonably represent a superior alternative for Calfrac's common shareholders, especially when considering the risk and uncertainty inherent in the Company's business plan and the Recapitalization Transaction". (emphasis added)
"… now that the Wilks Offer has been formally launched and is pending review by the Calfrac board and special committee, given the nearness of the upcoming voting deadline for the Recapitalization Transaction currently proposed by the board, in order for shareholders to preserve full optionality at this time, we believe shareholders should vote against the Recapitalization Transaction and all other proposals at the EGM".
This revised Glass Lewis recommendation follows the recommendation of another leading independent proxy advisory firm, ISS, that Wilks' Superior Alternative Proposal, backstopped by the Premium Offer, is in the best interests of Shareholders:
"Given that Wilks' debt reduction plan offers superior value to shareholders and its premium takeover bid mitigates the risk associated with renewed debtholder negotiations, shareholders are advised to use the dissident (blue) proxy card to vote AGAINST management's proposed Recapitalization Transaction". – Institutional Shareholder Services Inc. ("ISS"), September 5, 2020
Shareholders have a very clear choice:
Vote AGAINST the Management Transaction and preserve the right to benefit from the premium recovery of $0.18 per Calfrac Share under Wilks' Premium Offer
Support the Management Transaction and receive $0.03 per Calfrac Share in new stock under the Management Transaction1, such stock may ultimately be wiped out due to the excessive debt leverage, including additional secured debt, resulting from the Management Transaction;
Your vote is necessary to STOP the Management Transaction. Vote BLUE Today.
Shareholders can only preserve their right to benefit from the premium recovery under the Premium Offer by first defeating the Shareholder vote on the Management Transaction. Shareholders should vote BLUE and AGAINST the Management Transaction.
The proxy deadline for the BLUE proxy is September 14, 2020 at 5pm MST. Click here for voting instructions.
If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.
If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.
Need help voting? Please contact Laurel Hill Advisory Group as noted below.
Based on the Company's disclosure in the July 13, 2020 Recapitalization Transaction Announcement Presentation of a $50 million Plan Equity Value, Existing Shareholders' 7.8% pro forma share ownership, and 1,877 million total common shares outstanding (pre-dilution).
QUESTIONS/ VOTING/ TENDERING ASSISTANCE
Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at [email protected].
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.
Based upon publicly available information, Calfrac's registered office is at 4500, 855-2nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.
Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.
Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.
Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Premium Bid, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Bid, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.
Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the Management Transaction are legally permissible, appropriate or capable of implementation.