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CALGARY,
April 22, 2013 /CNW/ - Western Energy
Services Corp. ("Western") (TSX: WRG) and IROC Energy
Services Corp. ("IROC") (TSXV: ISC) are pleased to announce
the closing of the previously announced acquisition of IROC by
Western.
Further to the joint press release by Western
and IROC dated February 22, 2013,
Western acquired all of the outstanding securities of IROC by way
of a plan of arrangement under the Canada Business Corporations Act
(the "Arrangement"). The Arrangement was approved at
the special meeting of IROC Shareholders on April 19, 2013 by 99.6% of the votes cast by the
IROC Shareholders, and 99.5% by way of a separate vote by the IROC
Shareholders, after excluding those shares required to be excluded
by Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions. The Arrangement was
also approved by the Court of Queen's Bench of Alberta on April 19,
2013.
Pursuant to the Arrangement, Western acquired
all of the outstanding shares of IROC in exchange for a combination
of cash in the amount of $62.9
million and 12,353,040 Western common shares.
Based on the final calculation, those IROC
Shareholders who elected for only cash consideration are to receive
a contribution of approximately $1.35
cash and .2300 of a Western share for each IROC share held.
Those IROC Shareholders who elected to receive only Western shares
are to receive .4063 of a Western share for each IROC share held
and the IROC Shareholders who either elected or were deemed to have
elected a combination of cash and Western shares are to receive
$1.24 cash and .2438 of a Western
share for each IROC share held.
The total transaction value is approximately
$184.8 million, including the
assumption of approximately $37.9
million in debt, transaction costs and the cancellation of
stock options and restricted share units. It is anticipated
that IROC common shares will be de-listed from the TSX Venture
Exchange within three business days.
IROC's fleet consists of 53 well servicing rigs
currently operating through its Eagle Well Servicing division and
is expected to grow to 55 well servicing rigs by the end of
June 2013. The average age of
the IROC fleet is approximately 4.5 years. Upon completion of the
two additional rigs IROC's well servicing fleet will consist of 22
singles, 26 doubles and 7 slant rigs.
IROC also operates an oilfield rental division,
AERO Rental Services ("AERO"), which provides technologically
advanced oilfield equipment used in the drilling and completions
processes by oil and gas producers and oilfield services
companies. AERO has focused on surface pressure control,
choke manifolds, power swivels, and tubular handling equipment for
production, re-entry and completion operations, as well as for
niche under-balanced and deep drilling applications. AERO has grown
its fleet of rental equipment to approximately $35 million in assets to satisfy demand growth.
In addition, IROC operates 3 newly built coil tubing units through
its helix coil services division.
WESTERN POST ARRANGEMENT
As a result of the Arrangement Western has the
following characteristics:
- a modern fleet of 50 drilling rigs of which 48 (or 96%) are
"ELR" rigs with a depth rating of over 3,000 meters with an average
age of 6 years;
- after IROC's two well servicing rigs under construction are
commissioned, a modern fleet of 65 well servicing rigs with 32
singles, 26 doubles and 7 slant rigs with an average age of less
than 4 years;
- an oilfield rental division and a helix coil services division
(as described above);
- shares outstanding of 72.0 million (76.1 million fully
diluted); and
- a strong balance sheet with net debt leverage ratios in line
with the industry averages.
Western will continue to focus its efforts in
its three core business lines encompassing contract drilling, well
servicing rigs and rental services with an emphasis on businesses
engaged in unconventional resource development.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Western Energy Services Corp.