EnQuest Energy Services Corp.
TSX VENTURE : ENQ

EnQuest Energy Services Corp.

July 14, 2010 19:34 ET

EnQuest Announces Sale of Shares and Assets

CALGARY, ALBERTA--(Marketwire - July 14, 2010) - ENQUEST ENERGY SERVICES CORP. ("EnQuest") (TSX VENTURE:ENQ) is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with TFI Holdings Inc. ("TFI"), a wholly owned subsidiary of TransForce Inc. ("TransForce") respecting an arrangement (the "Arrangement") involving EnQuest, TFI, 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 ("EnQuest Options"), pursuant to which TFI will acquire a 19% equity position in EnQuest, with an option to acquire the remaining 81% of the issued and outstanding voting shares of the capital of EnQuest within a three year period following the completion of the transactions outlined in the Arrangement Agreement. The Arrangement will be completed by way of a plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the "Plan of Arrangement") which will result in the creation, issuance and conversion of various shares in the capital of EnQuest, the effect of which will be to permit TFI to acquire the equity interest in EnQuest as set forth above. The transactions outlined in the Plan of Arrangement, subject to various conditions, are expected to close on or about August 13, 2010.

The Arrangement will provide the Shareholders with a cash payment or payments of CDN $.17 per EnQuest Share, with the first cash payment in the amount of CDN $.16 per EnQuest Share occurring concurrently with the completion of the Arrangement and the Asset Sale (as described below), with the remaining subsequent cash payments totalling CDN $.01 per EnQuest Share to occur at any time within the subsequent three year period following the completion of the Arrangement at the option of TFI. The Arrangement also contemplates the cancellation of all outstanding EnQuest Options.

Completion of the Arrangement will be subject to certain customary conditions, including approval of the Arrangement by not less than 66 2/3 percent of the votes cast at a special meeting of the Shareholders and Optionholders, voting as a single class. The completion of the Arrangement is also subject to court approvals, and certain regulatory approvals involving the partial revocation of the cease trade orders issued by the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario. Shareholders are cautioned that the failure to occur of any of these conditions, as well as others as outlined in the Arrangement Agreement, will result in the termination of the Arrangement Agreement.

The Arrangement will be completed concurrently with, and is contingent upon, the completion of the asset sale (the "Asset Sale") announced by EnQuest in its June 4, 2010 press release. The Asset Sale consists of the purchase, by a wholly-owned subsidiary of TransForce, Hemphill Trucking Inc. ("Hemphill"), of substantially all of the assets of EnQuest. The sold assets, including primarily rolling stock and real estate, are held through certain of EnQuest's wholly-owned subsidiaries, and will be sold pursuant to the terms of asset purchase agreements dated June 1, 2010 (the "Asset Purchase Agreement" and the "Real Estate Purchase Agreement") among Speedy Heavy Hauling, Inc., Summit Crane & Rigging, Inc., Northern Truck & Crane, Inc. and Tubular Transportation Inc., all being sellers, and Hemphill, as buyer. The purchase price to be paid by Hemphill for the assets is US $32,000,000. Proceeds for the Asset Sale will be used for the payment of the creditors of EnQuest and its subsidiaries, for the payment of transaction costs, for the costs of rectifying certain regulatory defaults of EnQuest, and for the remaining operating costs of EnQuest. Following the completion of the Arrangement Agreement, EnQuest will cease operations in its primary business of rig moving.

EnQuest will mail its information circular and proxy statement dated July 13, 2010 (the "Information Circular") in connection with the Arrangement Agreement and the Asset Sale (together, the "Transactions") on or about July 16, 2010. The Transactions will be considered by the Shareholders and Optionholders at a special meeting (the "Meeting") to be held at the time and location as set forth in the Information Circular. The record date for the determination of Shareholders and Optionholders to receive notice of, and to vote at, the Meeting is July 12, 2010.

The Information Circular contains details concerning the Transactions, including the conditions and procedures for it to become effective. Shareholders and Optionholders are urged to carefully review the Information Circular and accompanying materials as they contain important information regarding the Transactions and the rights and entitlements of the Shareholders and Optionholders in connection therewith.

The Board of Directors of EnQuest has unanimously approved the Transactions and has determined that the Transactions are in the best interest of the Shareholders and Optionholders and recommends that the Shareholders and Optionholders approve the Transactions. The executive officers, directors and certain Shareholders and Optionholders of EnQuest holding approximately 53% of the outstanding EnQuest Shares and EnQuest Options have agreed to vote their EnQuest Shares and EnQuest Options in favour of the Transactions, subject to certain rights to rescind, and have signed support agreements with TransForce evidencing such commitment. Preliminary court approval for the Arrangement was granted on July 13, 2010.

EnQuest has agreed to pay TFI a non-completion fee of $2,000,000 in certain circumstances if the proposed Arrangement Agreement is not completed. TFI, likewise, has agreed to pay EnQuest a non-completion fee of $2,000,000 in the event of a material breach or non-performance by TFI. The Arrangement Agreement contains customary non-solicitation covenants and right to match provisions. Full details of the Transactions will be included in the Information Circular and related documents that will be mailed to all Shareholders and Optionholders.

EnQuest provides energy services in the following primary business segments: transportation services, rig moving, crane services, specialized heavy hauling, oilfield equipment rentals, retailer of new and refurbished oil country tubular goods and pipe storage.

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 Transactions, the terms and conditions of the Transactions, the completion of the Transactions, the outcome of the Transactions and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.

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 receive approval of the Transactions from Shareholders and Optionholders, the failure to receive court approval of the Arrangement; the possibility that the applicable securities regulatory authorities will not approve a partial revocation of the cease trade orders currently in effect for the trading in the EnQuest Shares, and other risk factors as enumerated in the Information Circular.

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)
    wtdmurray@enquestenergy.com