Sidewinder Drilling Announces Successful Tender Offer To Acquire
Union Drilling
HOUSTON, Nov. 5, 2012 /PRNewswire/ -- Sidewinder
Drilling Inc. ("Sidewinder"), a Houston-based land drilling company controlled
by Avista Capital Partners, today announced that its wholly-owned
subsidiary, Fastball Acquisition Inc. ("Fastball"), has accepted
for payment all shares of common stock of Union Drilling, Inc.
("Union Drilling") (NASDAQ: UDRL) that were validly tendered into
its tender offer to acquire all outstanding shares of common stock
of Union Drilling for $6.50 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes, as of the expiration of the tender
offer. The tender offer expired at 12:00 Midnight
(New York City time) at the end of
the day on Friday, November 2,
2012.
The depositary for the tender offer has advised that, as of the
offer's expiration, 16,405,502 shares of common stock of Union
Drilling had been validly tendered and not properly withdrawn
pursuant to the tender offer, including 176,042 shares tendered
through notices of guaranteed delivery, which represent
approximately 76.67% of the outstanding shares of Union Drilling on
a fully diluted basis. These tendered shares, when combined
with shares to be contributed to Fastball pursuant to certain
contribution, non-tender and support agreements, represent
approximately 91.78% of the outstanding shares of Union Drilling on
a fully diluted basis.
Fastball intends to promptly move forward with a "short-form"
merger under Delaware law and
Fastball will merge with and into Union Drilling, with Union
Drilling continuing as the surviving corporation in the merger as a
direct, wholly-owned subsidiary of Sidewinder. The merger is
expected to be completed on or about November 5, 2012. In the merger, each share of
common stock of Union Drilling outstanding immediately prior to the
effective time of the merger (excluding shares held (i) by Union
Drilling as treasury stock or held by Sidewinder or Fastball and
(ii) by stockholders who validly demand appraisal rights under
Delaware law with respect to such
shares) will be cancelled and converted into the right to receive
the same $6.50 per share in cash paid
in the tender offer, without interest thereon and less any
applicable withholding taxes. Following the merger, Union
Drilling's common stock will cease to be traded on The NASDAQ
Global Select Market.
About Union Drilling
Union Drilling, Inc., headquartered in Fort Worth, Texas, provides contract land
drilling services and equipment to oil and natural gas producers in
the United States. Union Drilling currently owns and markets
53 rigs, including 1 which is under construction, and specializes
in unconventional drilling techniques.
About Sidewinder Drilling
Sidewinder Drilling Inc., headquartered in Houston, Texas, is a drilling contractor which
owns and operates a fleet of premium land rigs targeting
unconventional oil and gas resource plays throughout the United States. Sidewinder meets the
needs and demands of E&P companies with its new,
fit-for-purpose fleet, demonstrated operating and safety systems
and processes, and experienced management team. Sidewinder's
rigs are configured to minimize non-productive time via faster
rig-up / rig-down and through the use of modern, efficient
drilling and equipment. Sidewinder is a portfolio company of Avista
Capital Partners.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with
over $4 billion under management and
offices in New York, Houston and London. Founded in 2005, Avista's
strategy is to make controlling or influential minority investments
in growth-oriented energy, healthcare, communications & media,
industrials, and consumer businesses. Through its team of
seasoned investment professionals and industry experts, Avista
seeks to partner with exceptional management teams to invest in and
add value to well-positioned businesses.
Contacts:
Sidewinder Drilling Inc.
Jon C. Cole, Chairman & CEO
Anthony Gallegos, CFO
832-320-7600
Forward Looking Information
Investors are cautioned that statements in this press release
that are not strictly historical statements, including, without
limitation, statements regarding expectations about the tender
offer or future business plans, prospective performance and
opportunities, the expected timing of the completion of the
transaction and the ability to complete the transaction considering
the various closing conditions, are forward-looking statements
within the meaning of the federal securities laws and are subject
to risks, uncertainties and assumptions. These
forward-looking statements may be identified by the use of words
such as "expect," "anticipate," "believe," "estimate," "potential,"
"should" or similar words. The actual results of the
transaction could vary materially as a result of a number of
factors, including the possibility that various closing conditions
for the transaction may not be satisfied or waived. Other factors
that may cause actual results to differ materially include those
set forth in the reports that Union Drilling files from time to
time with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and quarterly and current
reports on Form 10-Q and 8-K, including general economic and
business conditions and industry trends, the continued strength or
weakness of the contract land drilling industry in the geographic
areas in which Union Drilling operates, decisions about onshore
exploration and development projects to be made by oil and gas
companies, the highly competitive nature of Union Drilling's
business, Union Drilling's future financial performance, including
availability, terms and deployment of capital, the continued
availability of qualified personnel, and changes in, or Union
Drilling's failure or inability to comply with, government
regulations, including those relating to workplace safety and the
environment. These forward-looking statements are made only as of
the date of this press release and Sidewinder undertakes no
obligation to update the information provided herein.
SOURCE Sidewinder Drilling Inc.