CALGARY, July 7 /CNW/ - Saxon Energy Services Inc. ("Saxon") (TSX: SES) today announced that RiskMetrics Group (formerly Institutional Shareholder Services or ISS) recommends that Saxon shareholders vote FOR the special resolution approving the Plan of Arrangement entered into with Sword Canada Acquisition Corporation ("Sword").
The vote on the resolution will take place at Saxon's Special Meeting of Shareholders to be held on July 15, 2008 in Calgary, Alberta. To be counted at the Special Meeting, completed proxies must be received by Olympia Trust Company, Saxon's transfer agent, no later than 5:00 p.m. (Calgary time) on Friday, July 11, 2008.
Sword is an acquisition company that is indirectly jointly owned by Schlumberger Oilfield Holdings Limited, a subsidiary of Schlumberger Limited, and an affiliate of a fund managed by First Reserve Corporation ("First Reserve"). If completed, the Plan of Arrangement would result in Sword acquiring all of the issued and outstanding common shares of Saxon for Cdn$7.00 in cash per share (other than a portion of the common shares held by certain members of senior management of Saxon which are expected to be exchanged for equity of Sword). If the Plan of Arrangement is approved by Saxon's shareholders, Saxon will continue to operate as an independent drilling company.
In recommending that Saxon shareholders vote FOR the Plan of Arrangement, RiskMetrics states(x):
- "We believe the Special Committee has performed their fiduciary duties to enter into a transaction with a fair value by granting limited exclusivity period, reaching reasonable break fees, and other provisions." - "From a valuation perspective, our view is that the standalone value of SES depends very much on its relationship to Schlumberger and the retaining of experienced management members. A third party bidder might not be able to hold the value intact."
RiskMetrics is widely recognized as one of the leading independent proxy voting and corporate governance and advisory firms. Their analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.
As previously announced, the Saxon Board of Directors voted unanimously in support of the Plan of Arrangement, with Dale E. Tremblay, President and Chief Executive Officer, abstaining as an interested director.
Saxon Reminds Shareholders to Vote their Shares
As a holder of Saxon common shares, your vote is extremely important, regardless of how many shares you own. To ensure your vote is counted, shareholders can vote their common shares at the Special Meeting on July 15, 2008 in Calgary, or by voting ahead of time by proxy. Completed proxies must be received by Olympia Trust Company, Saxon's transfer agent, no later than 5:00 p.m. (Calgary time) on Friday, July 11, 2008. We recommend voting by internet, telephone or facsimile (as applicable) today, or at least 24 hours in advance of the proxy cut-off. Shareholders who require assistance in voting their shares or have additional questions about the Plan of Arrangement, including procedures for voting, should contact Saxon's proxy solicitation and information agent, Kingsdale Shareholder Services Inc., toll free at 1-866-581-1392.
Schlumberger Oilfield Holdings Limited is a subsidiary of Schlumberger Limited, the world's leading oilfield services company. In 2007, Schlumberger's revenue was US$23.28 billion. Saxon and affiliates of Schlumberger are partners in drilling joint ventures in Mexico and Columbia that have resulted in Schlumberger and its affiliates being among Saxon's largest customers. Saxon estimates that approximately 16% of its 2008 revenues will be associated with these joint ventures.
First Reserve is one of the world's leading private equity firms, focusing on the energy industry.
Saxon is an emerging international oilfield services company that operates an established oil and gas drilling and workover business focusing on providing these services to major and intermediate oil and gas companies in North and South America.
(x)Permission to use quotations from the RiskMetrics report was neither
sought nor obtained.
Forward-Looking Information
Certain information contained in this press release, including information and statements which may contain words such as "estimates", "would" and similar expressions and statements relating to matters that are not historical facts, are forward-looking information including, but not limited to, information as to the portion of expected 2008 Corporation's revenue attributable to joint venture business involving Schlumberger Limited, future growth based on continuing relationship with Schlumberger Limited and the completion of the acquisition of all of the shares of the Corporation by Sword Canada Acquisition Corporation.
This forward-looking information is based on certain material factors, assumptions and analyses made by the Corporation in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. In particular, our assessment as to the 2008 and future revenue and growth attributable to joint ventures with affiliates of Schlumberger is based upon rigs presently under contract, the current demand for the Corporation's services plus the general oil and gas services industry projection that the current demand should continue through 2008 in the areas where the Corporation operates, and discussions with Schlumberger regarding joint venture business. However, whether actual results, performance or achievements will conform with the Corporation's conclusions, forecasts, projections, expectations and predictions expressed or implied by the forward-looking information in this press release is subject to known and unknown risks and uncertainties which could cause actual results to differ materially from the Corporation's conclusions, forecasts, projections, expectations and predictions expressed or implied by the forward-looking information in this press release, including: the transaction to acquire all of the shares of the Corporation by Sword Canada Acquisition Corporation may not close for various reasons including, on account of conditions of closing not being fulfilled, a competing bid or the transaction may not be approved by the shareholders of the Corporation; fluctuations in the price and demand of oil and gas; fluctuations in the level of oil and gas exploration and development activities; fluctuations in the demand for the Corporation's services; the ability of the Corporation to raise capital; the existence of credit risk inherent within the international oil and gas services business; competitors; technological changes and developments in the oil and gas industry; the effects of unpredictable weather conditions on operations and facilities; the existence of operating risks inherent in the Corporation's services; identifying and acquiring suitable acquisition targets on reasonable terms and successful integration of such targets when acquired; delays in developing and constructing rigs and equipment for the Corporation including difficulties in sourcing the services and the raw materials and parts at reasonable prices for such rigs and equipment; political and labour unrest and economic conditions in countries in which the Corporation does business; foreign currency exchange rate fluctuations; general economic, market or business conditions, including stock market volatility; changes in laws or regulations, including taxation and environmental regulations; the lack of availability of qualified personnel or management; other unforeseen conditions which could impact on the use of services supplied by the Corporation and those risks and uncertainties described in the Corporation's continuous disclosure filings, including those referred to in the Corporation's Management's Discussion and Analysis for the most recently completed financial year end and in the Corporation's most recent Annual Information Form, all of which may be found on SEDAR at www.sedar.com. If any of the above risks or uncertainties materialize, or if the material factors, assumptions and analyses applied by the Corporation are incorrect, actual results may vary materially from those expected in the forward-looking information in this press release.
Consequently, all of the forward-looking information contained in this press release is qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Corporation expressed or implied by the forward-looking information in this press release will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Corporation or its business operations. The Corporation assumes no obligation, except as required by law, to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking information.
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