Wenzel Downhole Tools Ltd. Announces Independent Proxy Advisory Support for the Arrangement
July 03 2013 - 9:00AM
Marketwired Canada
Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) is pleased to
inform its Securityholders that an independent proxy advisory research firm,
Institutional Shareholder Services ("ISS"), has recommended that its clients
vote "FOR" the proposed plan of arrangement, whereby 1748017 Alberta Ltd., a
subsidiary of Basin Tools, L.P. ("Basin"), will acquire all of the issued and
outstanding shares of Wenzel that it does not already own (the "Arrangement").
Under the Arrangement, announced by the Company in a news release on May 13,
2013, shareholders of Wenzel will receive, for each common share held, $2.25 in
cash.
The value of the consideration payable under the Arrangement represents a
premium of approximately 15.4% to the closing price of the common shares on the
TSX on the last trading day before the date of announcement, and a premium of
approximately 30.8% to the volume weighted average trading price during the
three months prior to the announcement.
In reaching their supportive recommendation, ISS concluded:
"A vote FOR is warranted based on a review of the terms of the transaction and,
in particular, the adequate premium to minority shareholders, the favorable
market reaction and absence of significant noted governance concerns."
ISS is widely recognized as a leading independent proxy voting and corporate
governance advisory firm. Its analyses and recommendations are relied upon by
many major institutional investment firms, mutual funds and fiduciaries
throughout North America.
Wenzel would also like to remind its securityholders of its scheduled special
meeting to be held at the Stephen Room at Hyatt Regency Calgary at 700 Centre
Street S.E., Calgary, Alberta, Canada at 10:00 a.m. (Calgary time) on July 19,
2013, where securityholders will be asked to vote on a special resolution to
approve the Arrangement.
The members of the Board of Directors of Wenzel voting on the special resolution
unanimously recommend that shareholders and optionholders of Wenzel vote "FOR"
the special resolution in respect of the Arrangement.
Wenzel mailed its management proxy circular to securityholders on June 19th,
2013, a copy of which is available on SEDAR at www.sedar.com. We look forward to
securityholders' participation and voting on the business to be conducted at our
July 19th meeting.
Every vote is important. Regardless of the number of shares owned, we encourage
every shareholder to participate. To be effective, proxies must be voted in
advance of the meeting and, in the case of non-registered or beneficial
shareholders, no later 10:00 a.m. (Calgary time) on Wednesday, July 17, 2013.
For further details, refer to the Arrangement Proxy Circular filed on SEDAR at
www.sedar.com.
Securityholders with questions or requiring more information are encouraged to
contact the Company's proxy solicitation agent, CST Phoenix Advisors, by (1)
toll-free telephone in North America at 1-800-761-6534 or collect call at
201-806-2222, or (2) by email at inquiries@phoenixadvisorscst.com, regarding
matters to be considered at the Special Meeting and/or regarding procedures for
voting securities.
About Wenzel Downhole Tools Ltd.
The Company is a designer, manufacturer, seller and renter of drilling tools
used in oil and gas exploration, that operates in Canada, the United States and
internationally; its shares trade on the Toronto Stock Exchange under the symbol
"WZL".
The Company's Canadian sales, manufacturing and servicing facilities are located
in Edmonton, Alberta and its US sales and servicing facilities are located in
Conroe, Texas; Morgantown, West Virginia; Casper, Wyoming and Oklahoma City,
Oklahoma. It also has a sales and service facility in Celle, Germany. The main
corporate office is located in Calgary, Alberta.
Caution Regarding Forward Looking Information
Certain statements contained in this press release constitute "forward-looking
statements". These statements are based on current beliefs and assumptions of
management, however are subject to known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially from the
forward-looking statements in this press release. Although the Company believes
that the expectations and assumptions on which the forward-looking statements
are based are reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no assurance that they
will prove to be correct. Since forward-looking statements address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. For additional information
with respect to certain of these beliefs, assumptions, risks and uncertainties,
please refer to The Company's Annual Information Form for fiscal 2011 available
on SEDAR at http://www.sedar.com.
Forward-looking statements are based on estimates and opinions of management of
the Company at the time the statements are presented. The Company may, as
considered necessary in the circumstances, update or revise such forward-looking
statements, whether as a result of new information, future events or otherwise,
but the Company undertakes no obligation to update or revise any forward-looking
statements, except as required by applicable securities laws.
(i)Permission to use quotations from the ISS report was neither sought nor
obtained.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY AND ACCURACY OF THIS NEWS RELEASE.
FOR FURTHER INFORMATION PLEASE CONTACT:
CST Phoenix Advisors
Toll Free: 1-800-761-6534
Collect Call: 201-806-2222
inquiries@phoenixadvisorscst.com
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