CISCO, Texas, Oct. 5, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") today announced that it has improved the terms of its Premium Offer to acquire all of the issued and outstanding common shares ("Shares") of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW). In accordance with the terms of the amendment, Wilks will agree to provide tendering Shareholders up to $0.25 in cash per Share and a minimum cash consideration of $0.18 per Share.
The exact amount of additional value above the current $0.18 cash per Share that will be provided to tendering Shareholders is subject to the number of Shares deposited pursuant to the Premium Offer and the aggregate purchase price for all Shares acquired pursuant to the Premium Offer not exceeding $21,103,250. If all Shareholders other than MATCO, the officers and directors of Calfrac and Wilks deposit their Shares to the Premium Offer, Shareholders would receive $0.25 in cash per Share.
The amendment to Wilks' Premium Offer follows the disclosure by the officers and directors of Calfrac (including Mr. Mathison) in Calfrac's Director's Circular dated September 24, 2020 that they do not intend to deposit their Shares to the Premium Offer. In fact, some or all of these insiders may be contractually prohibited from doing so. As a result, Wilks has determined that the value that would otherwise be paid to them should be unlocked and directed to the other Shareholders of Calfrac, to a maximum of $0.25 in cash per Share.
The aggregate cash consideration of $21,103,250 that Wilks is prepared to provide to Calfrac Shareholders is more than 110% higher than the $10 million aggregate cash consideration that Calfrac has announced they are prepared to make available to Shareholders through the cash alternative under the Amended Management Transaction.
Wilks' announcement today results in the following clear choice for Shareholders: Receive up to $0.25 cash (and no less than $0.18 cash) per Share under the Wilks' Premium Offer vs. no more than a likely outcome of $0.12 cash under the Amended Management Transaction. Wilks' Premium Offer provides a premium of no less than 50% and up to 108% over the cash consideration under the Amended Management Transaction.
As before, the Wilks' Premium Offer continues to represent overwhelmingly superior value for Shareholders when compared with the Amended Management Transaction.
Wilks also announced that it is adding a condition to the Premium Offer to preserve the status quo with respect to Calfrac's issued shares in order to ensure that current Shareholders actually receive the consideration under the Wilks' Premium Offer. As support for Calfrac's Amended Management Transaction continues to disappear in the face of the overwhelmingly superior value provided by Wilks' Premium Offer, Calfrac is resorting to increasingly desperate measures, including threatening to take back the value it has offered to current Shareholders. Wilks will not permit that. Calfrac Shareholders right to choose a premium recovery will not be subjected to threats. The new condition will protect value for the current shareholders of Calfrac.
Wilks anticipates that the Notice of Amendment and related documents will be mailed to Shareholders and posted on SEDAR within the next ten days.
The choice, and path forward, for Calfrac Shareholders remains clear:Vote the BLUE Proxy AGAINST the Amended Management Transaction.
The deadline to submit your blue proxy is October 13, 2020 at 11:59 p.m. MST.
If you have already voted AGAINST the Amended 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.
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 (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED) 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 Wilks' Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, 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 Amended Management Transaction are legally permissible, appropriate or capable of implementation.