Stoneham Drilling Trust

Stoneham Drilling Trust

March 14, 2011 18:33 ET

Stoneham Drilling Trust Announces Notice of Variation and Extension to Its Substantial Issuer Bid

CALGARY, ALBERTA--(Marketwire - March 14, 2011) - Stoneham Drilling Trust ("Stoneham" or the "Trust") (TSX:SDG.UN) today announced that its substantial issuer bid (the "Offer"), pursuant to which the Trust offered to purchase for cancellation up to 300,000 of its Class A Trust Units (each, a "Unit") at a price per Unit of CDN$17.50, which was previously scheduled to expire at 5:00 p.m. (Calgary time) on March 14, 2011, has been extended to, and will expire at, 1:00 p.m. (Calgary time) on April 7, 2011, unless the Offer is extended further. The Offer remains otherwise subject to the terms and conditions set forth in the offer to purchase and issuer bid circular dated February 7, 2011, as amended by the Notice of Variation and Extension (the "Notice of Variation"), dated March 14, 2011.

Since the date of the Offer, the Trust received an unsolicited expression of interest (the "Expression of Interest") from a third party (the "Third Party"), whereby the Third Party expressed an interest in effecting a transaction whereby the Third Party would consider offering to acquire the issued and outstanding Units. The Expression of Interest contemplated that the consideration payable for the Units would be comprised primarily of securities of the Third Party. The Expression of Interest was open for consideration by the Trust for a period of 48 hours, was not accepted and expired on its terms. The consideration proposed to be offered was represented by the Third Party to be in excess of the Purchase Price under this Offer.

The Trust has determined to vary and extend the Offer by deleting condition 5(e) of the Offer in its entirety and replacing it with a new condition 5(e) as follows:

"any take-over bid or tender or exchange offer with respect to some or all of the securities of the Trust, or any merger, business combination or acquisition proposal, disposition of assets, or other similar transaction with or involving the Trust or any of its affiliates, other than the Offer, shall have been proposed, announced or made by any individual or entity or the Trust determines, in its sole discretion, that it would not be appropriate to complete the Offer as discussions and/or other communications have occurred in respect of any of the foregoing matters, even if such discussions or communications have terminated or have been on a non-binding basis;"

All other conditions to the Offer remain unchanged.

Unitholders should be aware that the Expression of Interest has expired on its terms and contained several conditions precedent, some of which may not have been able to have been satisfied. The Trust has no indication as to the Third Party's current intentions, including whether the Third Party intends to submit an additional expression of interest or otherwise attempt to acquire Units.

The Trust will be mailing the Notice of Variation to all holders of Units in connection with its announcement as soon as practicable.

Full details of the Offer are described in the offer to purchase and issuer bid circular dated February 7, 2011, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which are available under the Trust's SEDAR profile at


Stoneham Drilling Trust is an income trust that provides contract drilling services to oil and natural gas exploration and production companies operating in the Western Canada Sedimentary Basin and select basins in the U.S. With its modern, innovative fleet of drilling rigs, Stoneham is an industry leader in operational performance, safety and rig utilization. Stoneham trades on the TSX under the symbol SDG.UN. Visit our website at


This press release includes certain forward-looking statements. These forward-looking statements include, but are not limited to, the Trust's plans, objectives, expectations and intentions, including the Trust's expectations regarding the results of the Offer and take up and payment for Units validly tendered to the Offer, and other statements contained in this release that are not historical facts. These statements may be identified by their use of words such as "will", "would", "believes" or words of similar meaning. These statements are based on the Trust's current beliefs or expectations, including the Trust's assumptions, beliefs and expectations regarding market conditions. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of management of the Trust. The Trust's actual results may differ materially from those expressed or implied by such forward-looking statements. Other than as required by applicable laws, the Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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