EnQuest Energy Services Corp.

EnQuest Energy Services Corp.

August 19, 2010 13:49 ET

EnQuest Announces Completion of Asset Sale and Plan of Arrangement

CALGARY, ALBERTA--(Marketwire - Aug. 19, 2010) - ENQUEST ENERGY SERVICES CORP. ("EnQuest") (TSX VENTURE:ENQ) is pleased to announce that on August 13, 2010 (the "Effective Date"), it successfully completed: (i) a previously announced sale of assets (the "Asset Sale") by four of its principal operating subsidiaries, Speedy Heavy Hauling, Inc., Summit Crane & Rigging, Inc., Tubular Transportation Inc., and Northern Truck & Crane, Inc. (collectively the "Sellers"), to Hemphill Trucking Inc., a wholly-owned subsidiary of TransForce Inc., for the sale of substantially all of the operating assets of EnQuest, and (ii) a previously announced arrangement (the "Arrangement") involving TFI Holdings Inc. ("TFI"), a wholly-owned subsidiary of TransForce Inc., EnQuest, and the holders (the "Shareholders") of the common shares in the capital of EnQuest ("EnQuest Shares") and holders (the "Optionholders") of options to acquire EnQuest Shares. 

Pursuant to the Arrangement, TFI has acquired a 19% equity position in EnQuest, with an option to acquire, for nominal consideration, the remaining 81% of the issued and outstanding voting shares of the capital of EnQuest within a three-year period following the Effective Date. The Arrangement has been completed by way of a plan of arrangement under section 193 of the Business Corporations Act (Alberta) and has resulted in the creation, issuance and conversion of various shares of EnQuest, the effect of which will be to permit TFI to acquire the equity interest in EnQuest as set forth above. Shareholders are required to deliver the certificates representing their EnQuest Shares, together with a duly completed letter of transmittal, to Olympia Trust Company in accordance with the directions set forth in the letter of transmittal provided to Shareholders and available at www.sedar.com.

As a result of the Arrangement, the EnQuest Shares have been de-listed from the TSX Venture Exchange.

The Arrangement provides the Shareholders with a cash payment or payments of CDN $0.17 per EnQuest Share, with the first cash payment in the amount of CDN $0.16 per EnQuest Share occurring concurrently with the completion of the Arrangement, with the remaining subsequent cash payments totalling CDN $0.01 per EnQuest Share to occur at any time within the subsequent three year period following the Effective Date at the option of TFI. 

The Asset Sale was approved by the Shareholders at a special meeting of securityholders of EnQuest held on August 12, 2010 (the "Meeting") and the Arrangement was approved by the Shareholders and Optionholders, voting together as a single class, at the Meeting as well as by the Court of Queen's Bench of Alberta pursuant to a final order issued on August 12, 2010.

Proceeds of the Asset Sale were distributed to the secured lenders of the Sellers and EnQuest. Following the Effective Date of the Asset Sale, the Sellers and EnQuest will initiate an orderly process to sell their residual assets to retire the remaining secured debt with the remaining first-charge secured lenders, and any remaining balance will be distributed to other creditors of the Sellers and EnQuest. It is projected that the divestiture of the remaining assets will take approximately 90 to 120 days.

Caution Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of the applicable securities laws. Forward-looking statements may include estimates, plans, expectations, forecasts, guidance or other statements that are not statements of fact. Forward-looking information in this press release includes, but is not limited to, statements with respect to the divestiture of the remaining assets of EnQuest and the satisfaction of debt obligations to lenders and creditors. 

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These material risk factors include, but are not limited to: the failure to sell the residual assets of EnQuest in a timely fashion or at all, the inability to retire remaining debt, and the failure to distribute any amounts to creditors of the Seller and EnQuest.

The forward-looking statements contained in this press release are made as of the date of this press release. This cautionary statement expressly qualifies the forward-looking statements contained in this press release.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • EnQuest Energy Services Corp.
    W.T. David Murray
    Chairman & Chief Executive Officer
    (970) 241-3420
    (970) 242-5078 (FAX)