Saxon Enters into Arrangement Agreement

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[{"type":"text","content":"\n\n\n\nCALGARY, May 5 /CNW/ - Saxon Energy Services Inc. ("Saxon") (TSX: SES)\nannounces that on May 4, 2008 it entered into an arrangement agreement (the\n"Arrangement Agreement") with Sword Canada Acquisition Corporation ("Sword"),\nan acquisition company indirectly jointly owned by Schlumberger Limited\n("Schlumberger") and investment funds affiliated with First Reserve\nCorporation ("First Reserve") in which certain members of Saxon's current\nmanagement will have an equity position. Pursuant to the Arrangement\nAgreement, Sword will acquire all of the issued and outstanding common shares\nof Saxon (the "Saxon Shares") (other than certain shares held by participating\nmembers of management) by way of a plan of arrangement under the Business\nCorporations Act (Alberta) for Cdn$7.00 per Saxon Share (the "Arrangement").\nSaxon had previously announced that it was in exclusive discussions with\nSchlumberger and First Reserve.\n\n\nThe negotiation of the transaction was supervised by an independent\nspecial committee (the "Special Committee") of the Board of Directors of Saxon\n(the "Saxon Board"). The Arrangement has been unanimously approved by the\nSaxon Board based on the unanimous recommendation of the Special Committee and\nthe Saxon Board unanimously recommends that shareholders vote in favour of the\ntransaction. Thomas Weisel Partners Canada Inc., the exclusive financial\nadvisor to Saxon, has provided the Saxon Board with its opinion that, as of\nthe date hereof, the consideration to be received by Saxon's shareholders\npursuant to the proposed Arrangement is fair from a financial point of view.\nAll of the members of the Saxon Board and Saxon's senior officers and certain\nrelated shareholders, who collectively own approximately 14 percent of the\noutstanding Saxon Shares, have agreed to vote their shares in favour of the\nArrangement.\n\n\nThe Arrangement is subject to a number of conditions including, but not\nlimited to, the approval of at least 66 2/3% of the votes cast in person or by\nproxy at a special meeting of Saxon's shareholders, as well as court and\nregulatory approvals and other customary conditions. The special meeting is\nexpected to be held in mid-July.\n\n\nSaxon has agreed that it will not solicit or initiate ...

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