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Joint News Release: Western Energy Services Corp. Completes Acquisition of IROC Energy Services Corp.
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[{"type":"text","content":"\n\n\n\n\n\n/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR\n DISSEMINATION IN THE UNITED STATES/\n\n\nCALGARY, 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\n announced acquisition of IROC by Western.\n\n\nFurther to the joint press release by Western and IROC dated February\n 22, 2013, Western acquired all of the outstanding securities of IROC by\n way of a plan of arrangement under the Canada Business Corporations Act (the \"Arrangement\").  The Arrangement was approved at the special meeting of IROC\n Shareholders on April 19, 2013 by 99.6% of the votes cast by the IROC\n Shareholders, and 99.5% by way of a separate vote by the IROC\n Shareholders, after excluding those shares required to be excluded by\n 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\n Alberta on April 19, 2013.\n\n\nPursuant to the Arrangement, Western acquired all of the outstanding\n shares of IROC in exchange for a combination of cash in the amount of\n $62.9 million and 12,353,040 Western common shares.\n\n\nBased on the final calculation, those IROC Shareholders who elected for\n only cash consideration are to receive a contribution of approximately\n $1.35 cash and .2300 of a Western share for each IROC share held. \n Those IROC Shareholders who elected to receive only Western shares are\n to receive .4063 of a Western share for each IROC share held and the\n IROC Shareholders who either elected or were deemed to have elected a\n combination of cash and Western shares are to receive $1.24 cash and\n .2438 of a Western share for each IROC share held.\n\n\nThe total transaction value is approximately $184.8 million, including\n the assumption of approximately $37.9 million in debt, transaction\n costs and the cancellation of stock options and restricted share\n units.  It is anticipated that IROC common shares will be de-listed\n from the TSX Venture Exchange within three business days.\n\n\nIROC's fleet consists of 53 well servicing rigs currently operating\n through its Eagle Well Servicing division and is expected to grow to 55\n well servicing rigs by the end of Ju...