Basin Holdings US LLC

September 19, 2011 18:12 ET

Basin Holdings: Press Release

CALGARY, ALBERTA--(Marketwire - Sept. 19, 2011) - Basin Holdings US LLC ("Basin Holdings") announces that on September 19, 2011 an affiliated entity under Basin Holdings' control (the "Purchaser") entered into a share purchase agreement dated September 9, 2011 (the "Share Purchase Agreement") with 376348 Alberta Ltd., Mr. Doug Wenzel and 560050 Alberta Ltd. (collectively, the "Sellers"), as well as the principal of 560050 Alberta Ltd., Mr. Henry Boychuk, pursuant to which and subject to the terms and conditions thereof the Purchaser has agreed to acquire all of the Sellers' shares in the capital of Wenzel Downhole Tools Ltd. (the "Company"), for total consideration of $30,331,187.90 or $2.30 per share. Closing of the transaction is expected to occur when, and provided that, all of the conditions to closing in the Share Purchase Agreement have been met or satisfied. Closing of the transaction also requires the consent of the Executive Director of the Alberta Securities Commission.

As a result of the Purchaser entering into the Share Purchase Agreement, Basin Holdings may, for the purposes of applicable Canadian securities laws, be considered to have acquired beneficial ownership of 8,587,473 common shares and 4,600,000 series 1 preferred shares of the Company which, if and when acquired, would constitute approximately 37% of the outstanding common shares of the Company (on the basis of the conversion of each series 1 preferred share for one common share). Information regarding current issued and outstanding shares of the Company is based on information retrieved from the website of the Toronto Stock Exchange on September 19, 2011.

Depending on market and other conditions, Basin Holdings may from time to time increase or decrease its ownership or control or direction over the common shares or other securities of the Company through market transactions, private agreements or otherwise, or exercise its right to convert the preferred shares into common shares. Basin Holdings may also take such future actions with respect to its investment in the Company as Basin Holdings deems appropriate, including, without limitation, making proposals to the Company concerning changes to the capitalisation or ownership structure of the Company, in each case subject to applicable laws. In addition, Basin Holdings may formulate other purposes, plans or proposals regarding the Company or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors.

For further information or to obtain a copy of the report filed by Basin Holdings in accordance with applicable Canadian securities law, please contact Basin Holdings as follows:

Contact Information

  • 405 Lexington Avenue, 71st Floor
    New York, NY 10174
    +1 212 695 7376
    Attention: John Fitzgibbons

    42 Brook Street
    London W1K 5DB
    +44 20 3178 2941
    Attention: Charles Laurey