Total Energy Services Trust

Total Energy Services Trust

May 20, 2009 16:13 ET

Total Energy Services Trust and Biomerge Industries Ltd. Announce Conversion of Total Energy Services Trust Into Total Energy Services Inc.

CALGARY, ALBERTA--(Marketwire - May 20, 2009) - Total Energy Services Trust (TSX:TOT.UN) (the "Trust") and Biomerge Industries Ltd. ("Biomerge") are pleased to announce the completion of the conversion of the Trust to a corporation (the "Reorganization") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) involving the Trust, Total Energy Services Ltd. ("TESL") and Biomerge.

Effective upon the closing of the Reorganization, Total Energy Services Inc. ("Total") is now the operator of the businesses of the Trust and its subsidiaries and the existing board and management of TESL have become the Total board and management. No additional business carried on by Biomerge was acquired in connection with the Reorganization. Total is a growth oriented energy services corporation involved in contract drilling services, drilling and production rentals and natural gas compression equipment fabrication, sales, rental and service.

The Reorganization was approved at the annual and special meeting of holders ("Unitholders") of trust units ("Units") of the Trust and the special meeting of securityholders of Biomerge, each held on May 15, 2009, with over 85% of the votes cast by Unitholders and 99.9% of the votes cast by securityholders of Biomerge being in favour of the Reorganization. On May 15, 2009, the Alberta Court of Queen's Bench granted the final order required in connection with the Reorganization.

Pursuant to the Reorganization, subject to the adjustments provided for in the plan of arrangement in respect of the securityholders of Biomerge: (i) Unitholders received one common share of Total (a "Total Common Share") for each Unit held; (ii) holders of voting common shares of Biomerge received 0.000237 of a Total Common Share and $0.00282 in cash for each such share; and (iii) holders of non-voting common shares of Biomerge received $0.00389 in cash for each such share.

Trading of the Total Common Shares on the Toronto Stock Exchange is expected to commence on or about May 27, 2009 under the symbol "TOT".

Immediately following the Reorganization, the Trust and Total Energy Services Commercial Trust were wound up and terminated, with the assets thereof being distributed to Total.

This press release contains certain forward-looking statements and forward-looking information ("forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking information relating to the listing of the Total Common Shares on the Toronto Stock Exchange and the timing thereof. Total believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Forward-looking information is based on various assumptions. Those assumptions are based on information currently available to Total, including information obtained from third party sources.

Forward-looking information is not a guarantee of future events and involves a number of risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause results to differ materially from any projections thereof expressed or implied by such forward-looking information. Any forward-looking information is made as of the date hereof and, except as required by law, Total assumes no obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

Contact Information

  • Total Energy Services Trust
    Daniel Halyk
    President and Chief Executive Officer
    (403) 216-3921
    Total Energy Services Trust
    Mark Kearl
    Vice-President Finance and Chief Financial Officer
    (403) 216-3920