Do All Industries Ltd.

October 05, 2012 08:00 ET

Do All Industries Ltd. Announces Notice of Offer to Purchase Common Shares of Hyduke Energy Services Inc.

ESTEVAN, SASKATCHEWAN--(Marketwire - Oct. 5, 2012) - Do All Industries Ltd. ("Do All") is pleased to announce that today it has published a notice of offer to purchase (the "Notice of Offer"), at a purchase price of $0.83 in cash per common share, on the terms and subject to the conditions of the offer (the "Offer"), all of the issued and outstanding common shares (the "Shares") of Hyduke Energy Services Inc. ("Hyduke") and any Shares that may become issued and outstanding after the date of the Offer but prior to the expiry of the Offer. The Offer is open for acceptance until 4:00 p.m. (Calgary time) on November 12, 2012, or such later date or dates as may be fixed by Do All (the "Expiry Time"), unless the Offer is withdrawn.

Offer Premium

The Shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "HYD". The closing price of Hyduke's Shares on the TSX on October 4, 2012, the last trading day prior to the Notice of Offer, was $0.56. Accordingly, the offer price of $0.83 per Share represents a premium of 48.2% to Hyduke's Shares at market close on October 4, 2012.

Background and Reasons for the Offer

Hyduke and Do All had previously entered into an Arrangement Agreement for the acquisition of all of the Shares but on September 27, 2012, Do All exercised its right under the Arrangement Agreement to terminate such agreement by delivering a notice of termination to Hyduke for various reasons including: (i) the parties could not agree on any satisfactory amendment to the Arrangement Agreement to address the satisfaction of closing conditions; and (ii) Hyduke did not provide Do All with certain requested information that Do All was entitled to receive under the Arrangement Agreement.

Given Do All's continued interest in acquiring Hyduke and its belief that it could still offer a significant premium to current trading values, it decided to pursue an offer directly to the shareholders of Hyduke ("Hyduke Shareholders"). In the circumstances, however, there were a number of factors that had to be considered in determining a reasonable price for the Offer. Among these considerations was that a negotiated arrangement would justify a higher premium to Hyduke Shareholders, given the anticipated benefits of cooperation from the target in completing a transaction. By contrast, in the circumstances of an unsolicited offer, there are additional and higher costs and uncertainties and these affect the post-closing integration of the business. In addition to the anticipated change of control costs, there are a number of unknown contingent liabilities that have to be estimated dealing with, among others, rig manufacturing penalties, Hyduke transaction costs, litigation claims and commitments as part of the strategic process announced by Hyduke on September 28. 2012. Do All has factored all of those contingencies into the offer price as well as Do All's transaction costs relating to a protracted acquisition process resulting in a lower price than what was originally offered under the Arrangement.

Do All believes that the acquisition of Hyduke is a strategic addition to its business and will further its position in the oil and gas services industry. The purchase price payable under the Offer continues to provide Hyduke Shareholders with a significant premium to current trading values as listed below. Do All also determined that it could still provide a solution to Hyduke's lack of liquidity for the benefit of all Hyduke Shareholders while at the same time providing Do All with an opportunity to acquire Shares in the market at a discount to its net cash value.

Do All believes that the Offer is an attractive one for Hyduke Shareholders for the following reasons:

  • Undervalued Share Price. Do All believes that Hyduke's Shares are undervalued. Hyduke publicly announced that it intends to enhance shareholder value by continuing to build company value by increasing revenue and earnings and to increase communication of this value to the investment community. However, based on the static trading performance of the Shares on the TSX since the beginning of 2009, the potential of stalled operations or transition plans while the company undergoes strategic reviews and the ongoing economic uncertainty, there is likely little prospect of this performance improving in the future.

  • Attractive Premium. The closing price of the Shares on the TSX on October 4, 2012, the last trading day prior to the announcement by Do All of its intention to make the Offer, was $0.56. Accordingly, the offer price of $0.83 per Share represents a premium of 48.2% to the Shares at market close on October 4, 2012.

  • Liquidity and Certainty of Value. The Offer provides 100% cash consideration for the Shares, which are thinly traded on the TSX, giving Hyduke Shareholders certainty of value and immediate liquidity while removing the inherent financing, market, regulatory, and execution risks to Hyduke Shareholders that are associated with companies in the early stages of development such as Hyduke.

  • Fully Financed Cash Offer. The Offer is not subject to a financing condition.

  • Avoidance of Dilution. It is expected that continued development of Hyduke's other projects or an implementation of any new strategies as a result of the strategic review announced on September 28, 2012 will require substantial additional funds. Additional equity financings, joint venture agreements or other transactions that are undertaken to raise funds could result in material dilution to existing Hyduke Shareholders.

The Offer is conditional upon, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Shares which, together with any Shares owned by Do All or its affiliates (if any), represents not less than 66 2/3% of the Shares outstanding (calculated on a fully-diluted basis), and Do All having determined that there shall not exist and shall not have occurred, and that the Offer if completed, will not be reasonably likely to cause or result in, a Material Adverse Effect (as defined in the Offer to and the accompanying information circular). These and other conditions of the Offer are fully described in the Offer to Purchase and Circular. Subject to applicable laws, Do All reserves the right to withdraw the Offer and not to take up and pay for Shares deposited under the Offer unless each of the conditions of the Offer is satisfied or waived at or prior to the Expiry Time.

The Notice of Offer may be viewed in English in today's edition of the National Post and in French in today's edition of La Presse.

The Offer is set out in the offer to purchase and the related take-over bid circular dated October 5, 2012, a letter of transmittal and a notice of guaranteed delivery (the "Offer Documents"), copies of which will be filed today with the securities regulatory authorities in Canada and will be available at www.sedar.com. You may also contact the information agent, Laurel Hill Advisory Group or the depository, Olympia Trust Company for copies of Offer Documents. Please see below for contact details for both the Depository and Information Agent.

Do All is in the process of formally requesting a Hyduke securityholder list today and intends to file and mail the take-over bid documents as soon as practicable following receipt of this information. This material is time sensitive, please read the material carefully and act quickly to accept the significant premium for your shares.

Management of Do All encourages all Hyduke Shareholders to immediately review the Notice of Offer in the National Post or La Presse and the Offer Documents that will become available at www.sedar.com in order to respond to the Offer before the Expiry Time.

This press release is not an offer to buy or a solicitation of an offer to sell any of the securities of Hyduke. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

Do All is a private company based out of Estevan, Saskatchewan which provides integrated products and services for the oil and gas industry.

Certain statements contained in this press release concerning Do All's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Hyduke, are forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The words "believe"," expect, "intend", "may", "anticipate", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their very nature, forwardlooking statements involve inherent risks and uncertainties (both general and specific) and the risk that forwardlooking statements will not be achieved. These risks include, but are not limited to, the Offer not being commenced; any of the terms and conditions of the Offer not being satisfied; the state of general economic conditions; changes in key personnel; and variations in required capital expenditures. Readers are cautioned that the foregoing list of factors that may affect the Offer and future results is not exhaustive. Given these risks and uncertainties, there can be no assurance that the assumptions, plans, intentions or expectations upon which forwardlooking statements are based will in fact be realized. Actual results will differ, and the difference may be material and adverse to Do All and its shareholders.

The forwardlooking statements contained in this news release are made as of the date hereof and Do All does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forwardlooking statements contained herein are expressly qualified by this cautionary statement.

Contact Information

  • The Depositary for the Offer is:
    Olympia Trust Company
    2300, 125 - 9th Avenue S.E.
    Calgary, Alberta, T2G 0P6

    Olympia Transfer Services Inc.
    920, 120 Adelaide Street West
    Toronto, Ontario, M5H 1T1
    Toll Free: 1-888-353-3138
    Outside North America: 403-668-8884
    corporateactions@olympiatrust.com

    The Information Agent for the Offer is:
    Laurel Hill Advisory Group
    North American Toll-Free: 1-877-452-7184
    Banks, Brokers and collect calls outside North America:
    416-304-0211
    assistance@laurelhill.com