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Wenzel Downhole Tools Ltd. Announces Independent Proxy Advisory Firm Reconfirms Support for the Arrangement

Wenzel Downhole Tools Ltd. Announces Independent Proxy Advisory Firm Reconfirms Support for the Arrangement

Reminds Securityholders of the Postponement of the Special Meeting to July 30, 2013

Marketwire

Wenzel Downhole Tools Ltd. Announces Independent Proxy Advisory Firm Reconfirms Support for the Arrangement

Reminds Securityholders of the Postponement of the Special Meeting to July 30, 2013

CALGARY, ALBERTA--(Marketwired - July 18, 2013) - Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) is pleased to inform its securityholders that the independent proxy advisory research firm, Institutional Shareholder Services ("ISS"), has considered the revised valuation range prepared by Raymond James Ltd. ("Raymond James") for the common shares of Wenzel (the "Common Shares") announced by the Company on July 10, 2013, and reconfirmed its recommendation 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 Common Shares that Basin does not already own (the "Arrangement"). Under the Arrangement, holders of Common Shares (the "Shareholders") will receive, for each Common Share held, $2.25 in cash.

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.

As noted by ISS, on July 10, 2013 Raymond James delivered its revised valuation and fairness opinion (the "Revised Valuation and Fairness Opinion") that as of March 31, 2013, and based upon and subject to the assumptions and limitations noted in the Revised Valuation and Fairness Opinion, the fair market value of the Common Shares was in the range of $2.16 to $2.46 per Common Share. Notwithstanding the correction to the valuation range, in the opinion of Raymond James, based upon and subject to the assumptions and limitations contained in the Revised Valuation and Fairness Opinion, as of June 17, 2013, the $2.25 per Common Share in cash to be paid to the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders other than Basin and its affiliates.

The value of the consideration payable under the Arrangement represents a premium of approximately 30.8% to the volume weighted average trading price during the three months prior to the announcement.

In again reaching a supportive recommendation, ISS concluded:

"The Arrangement appears to be the result of the subsequent acquisition by the company's largest shareholder and 100% of consideration will be paid by cash. In light of the adequate premium to minority shareholders, the favorable market reaction and absence of significant noted governance concerns, a vote FOR this resolution is warranted."

Wenzel would also like to remind its Shareholders, holders of options ("Optionholders") to acquire Common Shares and the holder of series 1 preferred shares of Wenzel (collectively, the "Securityholders") that its special meeting has been postponed to July 30, 2013 (the "Reconvened Meeting") to be held at the Imperial Ballroom at Hyatt Regency Calgary at 700 Centre Street S.E., Calgary, Alberta, Canada at 10:00 a.m. (Calgary time). At the Reconvened Meeting, the Securityholders will be asked to vote on a special resolution (the "Special Resolution") to approve the Arrangement.

The members of the board of directors of the Company voting on the resolution reconfirm, and unanimously recommend that the Shareholders and Optionholders vote "FOR", the Special Resolution in respect of the Arrangement.

Wenzel mailed its management proxy circular dated June 17, 2013 (the "Information Circular") to Securityholders on June 19, 2013, and an addendum to the Information Circular dated July 16, 2013 on July 17, 2013 (the "Addendum"), copies of which are available under the Company's profile on SEDAR at www.sedar.com. For convenience purposes only, a duplicate proxy reflecting the date of the Reconvened Meeting accompanied the Addendum (the "Duplicate Proxy").

Finally, we would like to thank those Securityholders who have already voted. If a Securityholder has not already submitted his/her/its proxy or wishes to change his/her/its vote on the Special Resolution, such Securityholder should complete and sign the Duplicate Proxy and return it to Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department by mail no later than 10:00 a.m. (Calgary time) on July 26, 2013, or at least 48 hours (other than a Saturday, Sunday or holiday) prior to the time set for any adjournment or postponement of the Reconvened Meeting. Registered Shareholders and Optionholders may also use the internet site www.investorvote.com to transmit their voting instructions.

We look forward to Securityholders participating and voting on the business to be conducted at the Reconvened Meeting. Every vote is important. Regardless of the number of securities owned, we encourage every Securityholder to participate.

FURTHER INFORMATION

The Addendum and the Information Circular are important and require your immediate attention. They require Securityholders to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisor. If you are a Securityholder of Wenzel and have any questions or require more information, or require a copy of the Information Circular, please contact Wenzel'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 Reconvened Meeting and/or regarding the procedure for voting your securities, whether acquired before OR AFTER the record date of June 10, 2013.

ABOUT WENZEL DOWNHOLE TOOLS LTD.

The Company designs, manufacturers, sells and rents downhole drilling tools for use in the oil and gas industry, operating in Canada, the United States and internationally. The Company's Common Shares trade on the TSX under the symbol "WZL".

The Company's Canadian sales, manufacturing and servicing facilities are located in Edmonton, Alberta and its sales and servicing facilities are located in Conroe, Texas; Odessa, Texas; Morgantown, West Virginia; Casper, Wyoming; Oklahoma City, Oklahoma; and Celle, Germany. The corporate office is located in Calgary, Alberta.

FORWARD-LOOKING STATEMENTS

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.

Forward-looking statements in this press release may include, without limitation, completion of the Arrangement. In addition to other expectations and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals (including Court and Shareholder approvals). Readers are cautioned that the foregoing list is not exhaustive of all expectations and assumptions which have been used. 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 2012 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.

*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

CST Phoenix Advisors
Toll-free telephone in North America: 1-800-761-6534
Collect call: 1-201-806-2222
inquiries@phoenixadvisorscst.com



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