Business
Western Energy Services Corp. Announces Strategic Acquisition of IROC Energy Services Corp.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED...
About this update from Information Services Corp. Class A
[{"type":"text","content":"\n\n\n\n\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR\n DISSEMINATION IN THE UNITED STATES\n\n\nCALGARY, Feb. 22, 2013 /CNW/ - Western Energy Services Corp. (\"Western\")\n (TSX: WRG) and IROC Energy Services Corp. (\"IROC\") (TSX Venture: ISC)\n are pleased to announce that they have entered into an arrangement\n agreement (the \"Arrangement Agreement\") to combine Western's premier\n contract drilling fleet with IROC's industry leading well servicing\n fleet and oilfield equipment rental business (the \"Transaction\").  The\n combined company will operate one of the newest fleets of equipment in\n each of its respective service lines.  The quality of the equipment,\n coupled with their operational excellence, is evident in that both\n companies currently yield one of the highest rig utilizations in each\n of their respective industry segments.\n\n\nWestern will acquire all of the issued and outstanding shares of IROC in\n exchange for a combination of cash and Western common shares. Under the\n terms of the Transaction, IROC shareholders will, for each share held,\n receive at their election:\n\n\n\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n(i)\n\n\n \n\n\n \n\n\n$3.10 per share of IROC in cash (subject to an aggregate maximum cash\n component amount of $62,834,400, plus any adjustment pursuant to the\n exercise of IROC shareholder stock options prior to closing (the\n \"Option Adjustment\") (collectively the \"Maximum Western Cash\")); or\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n(ii)\n\n\n \n\n\n \n\n\n0.4063 of a common share of Western per share of IROC (subject to an\n aggregate maximum share consideration of 12,353,040 Western Shares (the\n \"Maximum Western Shares\")); or\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n(iii)\n\n\n \n\n\n \n\n\n$1.24 in cash and 0.2438 of a common share of Western per share of IROC.\n\n\n\n\n\nIn the event that the IROC shareholders elect to receive, in aggregate,\n more than the Maximum Western Cash or the Maximum Western Shares, a pro\n rata adjustment to the consideration elected to be received will be\n made such that the aggregate amount of cash to be paid to the IROC\n shareholders is capped at $62,834,400 plus the Option Adjustment and\n the aggregate share consideration is capped at 12,353,040 ...