- Wilks intends to make a formal take over bid to acquire all of Calfrac's issued and outstanding shares at C$0.18 per share which would ensure Shareholders receive a premium-to-market recovery even if Calfrac refuses to pursue Wilks' Superior Alternative Proposal or voluntarily commences a CCAA proceeding.
- The Premium Offer will nullify the threats made to Shareholders by the entrenched Board and management of Calfrac by guaranteeing a premium-to-market recovery if the Management Transaction is VOTED DOWN by Shareholders and not ultimately approved by the Court.
- Wilks' Superior Alternative Proposal will also remain fully available to Calfrac. The Premium Offer simply guarantees Calfrac Shareholders a superior recovery if Calfrac continues to push ahead with its inferior and conflict-ridden transaction and fails to implement it.
CISCO, Texas, Sept. 1, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") announced today that it intends to provide the Shareholders of Calfrac Well Services Ltd. ("Calfrac" or the "Company") (TSX: CFW) with an unobstructed path to receive a premium-to-market recovery, in cash, if the coercive, insider-led transaction that has been proposed to them by the entrenched board and management of Calfrac (the "Management Transaction") does not proceed.
Wilks intends to make a formal take-over bid (the "Premium Offer") to acquire all of the issued and outstanding common shares of Calfrac that it does not currently own for cash consideration of C$0.18 per share. The Premium Offer will be made in accordance with the provisions of National Instrument 62-104 "Take Over Bids and Issuer Bids" of the Canadian securities regulators. Wilks anticipates that the bid circular and related materials will be filed and mailed to shareholders of Calfrac within the next 10 days.
Wilks has decided to make the Premium Offer in order to provide Shareholders with a clear path to financial recovery if the Management Transaction is voted down at the Shareholders meeting to be held on September 17, 2020 (the "Meeting") and is not ultimately approved by the Court of Queen's Bench of Alberta.
The entrenched board and management of Calfrac have threatened Shareholders, stating (in the Management Information Circular dated August 17, 2020) that if the Management Transaction is not approved, "…the Company may be required to consider or proceed with one or more alternative transactions that result in a reduced or no recovery to Shareholders."
It is clear to Wilks that the entrenched board and management of Calfrac have no intention of ever engaging with Wilks regarding the Superior Alternative Proposal that was put to Calfrac by Wilks on August 4, 2020. In light of that, Shareholders may be unduly influenced by the threats made by the entrenched board and management of Calfrac.
Wilks commits to their fellow Shareholders that, if the Management Transaction is not approved by shareholders at the Meeting and the Management Transaction is not approved by the Court, Shareholders will have a clear path to a premium recovery via the Premium Offer. The Premium Offer provides a highly attractive cash recovery to Shareholders if Calfrac will not move forward with the Wilks Superior Alternative Proposal and even if Calfrac makes good on its implied threat to commence proceedings under the Companies Creditors Arrangement Act (Canada) (the "CCAA") should the Management Transaction not proceed. Under the terms of the Premium Offer, Shareholder recovery will NOT be threatened by a CCAA filing.
The consideration per common share that Wilks intends to offer pursuant to the Premium Offer is fully payable in cash and is at a premium to the August 28, 2020 closing price of the common shares and an overwhelming premium to the per common share value that Wilks estimates Shareholders would receive if the Management Transaction were implemented. Through the Premium Offer, Wilks is prepared to allow Shareholders the option of receiving their pro rata percentage of the allotment set forth in the Superior Alternative Proposal. Details concerning the Superior Alternative Proposal are available at www.afaircalfrac.com.
Wilks anticipates that its obligation to take up and pay for shares under the Premium Offer will be subject to normal conditions (including the statutorily-required 50% minimum tender condition) and a condition that the Management Transaction shall not have been completed and shall have been terminated without material liability to Calfrac.
More importantly, Wilks confirms its intention to take up and pay for shares under the Premium Offer (to the fullest extent permitted by law) even if Calfrac files for protection from its creditors under the CCAA, provided all other conditions to the Premium Offer are satisfied.
Also, and in response to statements made by Calfrac, Wilks also wants to make it clear to all stakeholders that, if its Superior Alternative Proposal is implemented, its intention as majority owner would be to keep the Company intact and focus on delivering the best outcomes for all stakeholders. Should the Board and management of Calfrac continue to block the Superior Alternative Proposal, Shareholders will have the opportunity to receive a premium pursuant to the Premium Offer - a premium Shareholders are unlikely to see if management's inferior proposal is approved, especially given the poor track record of Calfrac's current management team and Board. That leadership team has presided over the near-complete destruction of Shareholder and noteholder value through mismanagement and reckless financial over-leverage. Wilks believes Shareholders and lenders would fare better with a significantly de-levered Calfrac under Wilks' prudent and transparent leadership.
Wilks reminds all Shareholders to VOTE AGAINST THE MANAGEMENT TRANSACTION USING THE BLUE VOTING FORM THAT HAS BEEN SENT TO YOU BY WIILKS. Shareholders should also review Wilks' Proxy Circular dated August 24, 2020 which has been mailed to shareholders and copies of which have posted to Calfrac's SEDAR profile, and are also available at www.afaircalfrac.com.
WILKS HAS NOT YET COMMENCED THE OFFER NOTED ABOVE IN THIS NEWS RELEASE. UPON COMMENCEMENT OF THE OFFER, WILKS WILL FILE A TAKEOVER BID CIRCULAR WITH VARIOUS SECURITIES COMMISSIONS IN CANADA. THE TAKEOVER BID CIRCULAR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. AFTER THE OFFER IS COMMENCED, CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKEOVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL, OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY SECURITY. 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.
QUESTIONS/ VOTING ASSISTANCE
Shareholders who have questions or require voting assistance, may contact our communications advisor and proxy solicitation agent, 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].
Early Warning Disclosure
The following information is disclosed in compliance with National Instruments 62-103 and 62-104.
Wilks announces that they have filed an amended early warning report to disclose changes in certain material facts relating to their ownership of securities of Calfrac. In the amended report, Wilks discloses, among other things, that they intend to commence a formal take over bid to acquire the outstanding shares of Calfrac.
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.
Calfrac is located at 411 – 8th Avenue S.W., Calgary, Alberta, T2P 4G8. Wilks is located at 17010 Interstate 20, Cisco, Texas, 76437. A copy of the early warning report can be obtained from Wilks (817-850-3600) or on the SEDAR profile of Calfrac at www.sedar.com.
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.
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 proposed Premium 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.
Forward-looking information contained in this Circular 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 Circular. 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 fracing 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 Circular 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 Circular 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.
SOURCE Wilks Brothers, LLC.