Trican Agrees to Acquire i-Tec Well Solutions
December 21 2012 - 6:19PM
Marketwired
Trican (TSX:TCW) is pleased to announce that is has entered into an
agreement to acquire i-Tec Well Solutions AS ("i-Tec"). i-Tec is a
privately-owned company based in Norway that has developed a
portfolio of field proven completion & intervention tool
solutions. i-Tec operates in Norway, the United States and
currently supports Trican's Completion Tool division in Canada.
i-Tec's current technology focus is on horizontal cemented liner
completion systems, which we believe to be a growing market within
the completion systems industry. The acquisition of i-Tec fits well
with Trican's focus on being a technological leader and will
strategically differentiates Trican in the horizontal multi-stage
fracturing completion and intervention tool markets. The key
management of i-Tec will remain with Trican and are committed to
helping Trican become a premier provider of completion systems and
tools.
Trican is a technological leader within the pressure pumping
industry and this acquisition is consistent with our strategy to
enhance and add to our service offering in high technology areas.
i-Tec has designed and developed a portfolio of commercialized and
technically differentiated completion and intervention solutions
designed to meet the needs of its customers and maximize well
production. In addition, i-Tec continues to research and rapidly
develop the next generation of tools that will be used in the
growing worldwide horizontal market. With a strong stand-alone
completion and intervention tool business, i-Tec has the added
benefit of complementing Trican's existing pressure pumping service
lines. i-Tec's technology portfolio is well protected with a
significant number of patents and patents pending.
Under the terms of the agreement, Trican will acquire all of the
shares and discharge existing debt of Petro Tools Holding AS (the
holding company for i-Tec and its subsidiaries) in exchange for
initial cash consideration of US$30 million and 2.4 million Trican
common shares. Cash consideration will be funded from existing bank
facilities. In addition, Trican has agreed to pay deferred
consideration of up to US$47.1 million subject to agreed upon
financial targets for i-Tec for the year ended December 31, 2013.
We expect this acquisition to be accretive in 2013 based on
successful execution of the 2013 business plan. The transaction is
expected to close before January 31, 2013.
TD Securities Inc. acted as exclusive financial advisor to
Trican, while Evercore Partners and Alpha Corporate Finance acted
as financial advisors to Petro Tools Holding AS on the
transaction.
Headquartered in Calgary, Alberta, Trican has operations in
Canada, the United States, Russia, Kazakhstan, Australia and North
Africa. Trican provides a comprehensive array of specialized
products, equipment and services that are used during the
exploration and development of oil and gas reserves.
FORWARD-LOOKING INFORMATION
This document contains information that constitutes
forward-looking information within the meaning of applicable
securities legislation. This forward-looking information is
identified by the use of terms and phrases such as "anticipate,"
"achieve", "achievable," "believe," "estimate," "expect," "intend",
"plan", "planned", and other similar terms and phrases. This
outlook and information speaks only as of the date of this document
and we do not undertake to publicly update the forward-looking
information contained in this document except in accordance with
applicable securities laws. This forward-looking information
includes:
-- The belief that horizontal cemented liner completion systems are a
growing market within the completion systems industry;
-- The belief that the acquisition of i-Tec fits well with Trican's focus
on being a technological leader and strategically differentiates Trican
in the horizontal multi-stage fracturing completion and intervention
tool markets;
-- The belief that Trican is a technological leader within the pressure
pumping industry;
-- The belief that the acquisition of i-Tec is consistent with our strategy
to enhance and add to our service offerings in high technology area;
-- The belief that the acquisition of i-Tec will complement Trican's
existing pressure pumping service lines.
-- The expectation that the acquisition of i-Tec will be accretive in 2013
based on successful execution of the 2013 business plan;
-- The expectation that this transaction is expected to close before
January 31, 2013.
Forward-looking information is based on current expectations,
estimates, projections and assumptions, which we believe are
reasonable but which may prove to be incorrect and therefore such
forward-looking information should not be unduly relied upon. In
addition to other factors and assumptions which may be identified
in this document, assumptions have been made regarding, among other
things: industry activity; the general stability of the economic
and political environment; effect of market conditions on demand
for the Company's products and services; the ability to obtain
qualified staff, equipment and services in a timely and cost
efficient manner; the ability to operate its business in a safe,
efficient and effective manner; the performance and characteristics
of various business segments; the effect of current plans; the
timing and costs of capital expenditures; future oil and natural
gas prices; currency, exchange and interest rates; the regulatory
framework regarding royalties, taxes and environmental matters in
the jurisdictions in which the Company operates; and the ability of
the Company to successfully market its products and services.
Forward-looking information is subject to a number of risks and
uncertainties, which could cause actual results to differ
materially from those anticipated. These risks and uncertainties
include: fluctuating prices for crude oil and natural gas; changes
in drilling activity; general global economic, political and
business conditions; weather conditions; regulatory changes; the
successful exploitation and integration of technology; customer
acceptance of technology; success in obtaining issued patents; the
potential development of competing technologies by market
competitors; and availability of products, qualified personnel,
manufacturing capacity and raw materials. In addition, actual
results could differ materially from those anticipated in the
forward-looking information and financial outlook provided herein
as a result of the risk factors set forth under the section
entitled "Risk Factors" in our Annual Information Form dated March
22, 2012.
Contacts: Trican Well Service Ltd. Dale Dusterhoft Chief
Executive Officer (403) 266-0202 (403) 237-7716
(FAX)ddusterhoft@trican.ca Trican Well Service Ltd. Michael Baldwin
Vice President, Finance & CFO (403) 266-0202 (403) 237-7716
(FAX)mbaldwin@trican.ca Trican Well Service Ltd. Gary Summach
Director of Reporting and Investor Relations (403) 266-0202 (403)
237-7716 (FAX)gsummach@trican.ca Trican Well Service Ltd. 2900, 645
- 7th Avenue S.W. Calgary, Alberta T2P 4G8 www.trican.ca
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