TSX: PSD
CALGARY, Aug. 13 /CNW/ - The Board of Directors of Pulse Data Inc. ("Pulse" or the "Company") has reviewed and considered the unsolicited offer by 6818862 Canada Inc., an indirect wholly-owned subsidiary of Seitel, Inc. (the "Seitel Offer") to purchase all of the common shares of Pulse for $3.10 per share.
The Board of Directors of Pulse unanimously recommends that shareholders reject the Seitel Offer and not tender their shares of Pulse to the Seitel Offer. In the opinion of the Board, the Seitel Offer is inadequate and is significantly below the value of Pulse's shares. The Board of Directors and management are unanimous in the view that Pulse's business plan of growing the seismic data library through strategic, high-quality seismic data acquisitions and participation surveys offers attractive growth potential and superior value for all shareholders. With respect to the Seitel Offer, the Board of Directors and management offer the following additional reasons for rejecting the offer:
- The offer is actually only $3.0625 per share. Under the Seitel Offer,
the offer price is reduced by any dividend declared on or after
August 10, 2007. As Pulse previously indicated its intention in its
news release on July 10, 2007, Pulse announced today its seventeenth
consecutive quarterly dividend of $0.0375 per common share.
- The offer of $3.0625 per share is below the current market price and
is only a tiny 3.11% premium to the volume weighted average trading
price of Pulse's common shares on the TSX of $2.97 per share for the
30 trading days immediately preceding the Seitel Offer.
- The Seitel Offer does not adequately reflect Pulse's record first
half seismic data sales revenues and free cash flow.
- The Seitel Offer does not adequately reflect Pulse's recent 3D
seismic data acquisition from Arcis and the 3D participation survey
that is in progress.
- The Seitel Offer does not adequately reflect the ongoing disposition
process of Terrapoint.
- The Seitel Offer is opportunistic, as it was made at the end of a
week in which the TSX Composite Index lost 99 points and the end of a
four week period in which the TSX Composite Index lost 1,030 points.
- The purported 11.9% premium to the share price prior to the Quantum
offer on June 18 (almost two months ago) is based upon price data
that is outdated and meaningless.
- The purported 14.8% premium to the recent private placement price is
misleading. It is common knowledge that private placements are issued
at a discount to market price due to the statutory hold period.
- Significant shareholders and the directors, officers and certain
consultants of Pulse representing approximately 51% of the
outstanding shares (calculated on a diluted basis) have verbally
indicated to the CEO of Pulse that they do not intend to tender their
shares to the Seitel Offer. The Seitel Offer is conditional upon 66-
2/3% of the outstanding shares (calculated on a diluted basis) being
tendered to the offer.
Earlier today, the Board of Directors appointed a Special Committee to review all strategic alternatives for the Company to enhance shareholder value, including seeking superior proposals for the acquisition of the Company. The Special Committee members are Graham Weir, Don West and Arthur Dumont, all members of the Board independent of management. The Board of Directors has retained William Blair & Company, of Chicago, Illinois as its independent financial advisor to assist in this process and has established an electronic data room for interested parties.
Pulse will in due course mail to the shareholders its Directors' Circular responding to the Seitel Offer. THE BOARD OF DIRECTORS OF PULSE RECOMMENDS THAT SHAREHOLDERS NOT MAKE A DECISION ON THE SEITEL OFFER UNTIL SUCH TIME AS THEY HAVE RECEIVED AND CONSIDERED THE DIRECTORS' CIRCULAR.
Pulse has engaged Georgeson Shareholder Communications Canada Inc. to act as information agent with respect to the Seitel Offer, to assist Pulse in informing shareholders as to the views of the Board of Directors with respect to the Seitel Offer. Shareholders can contact Georgeson if they have any questions regarding the Seitel Offer at:
Georgeson Shareholder Communications Canada Inc.
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number 1-888-605-7616
Pulse is a Calgary-based company specializing in seismic data acquisition, licensing and marketing. Pulse's seismic library consists of approximately 11,400 net square kilometres of 3D seismic data and 257,300 net kilometres of 2D seismic data.
Pulse trades on the Toronto Stock Exchange under the symbol PSD.
Certain information contained herein may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Investors are encouraged to review the "Risk Factors" section of the Management's Discussion and Analysis in the Company's most recent Annual Report and interim reports for a discussion of risks that could affect the Company's operations and financial results. Forward-looking statements are based upon management's assumptions, expectations and estimates at the time that such statements are made. Pulse does not update forward-looking statements should circumstances change or management's assumptions, expectations or estimates change, except as required by law.