Wenzel Downhole Tools Ltd.

Wenzel Downhole Tools Ltd.

July 03, 2013 09:00 ET

Wenzel Downhole Tools Ltd. Announces Independent Proxy Advisory Support for the Arrangement

Reminds Securityholders of the Upcoming Special Meeting

CALGARY, ALBERTA--(Marketwired - July 3, 2013) - Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) is pleased to inform its Securityholders that an independent proxy advisory research firm, Institutional Shareholder Services ("ISS"), has recommended that its clients vote "FOR" the proposed plan of arrangement, whereby 1748017 Alberta Ltd., a subsidiary of Basin Tools, L.P. ("Basin"), will acquire all of the issued and outstanding shares of Wenzel that it does not already own (the "Arrangement").

Under the Arrangement, announced by the Company in a news release on May 13, 2013, shareholders of Wenzel will receive, for each common share held, $2.25 in cash.

The value of the consideration payable under the Arrangement represents a premium of approximately 15.4% to the closing price of the common shares on the TSX on the last trading day before the date of announcement, and a premium of approximately 30.8% to the volume weighted average trading price during the three months prior to the announcement.

In reaching their supportive recommendation, ISS concluded:

"A vote FOR is warranted based on a review of the terms of the transaction and, in particular, the adequate premium to minority shareholders, the favorable market reaction and absence of significant noted governance concerns."

ISS is widely recognized as a leading independent proxy voting and corporate governance advisory firm. Its analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

Wenzel would also like to remind its securityholders of its scheduled special meeting to be held at the Stephen Room at Hyatt Regency Calgary at 700 Centre Street S.E., Calgary, Alberta, Canada at 10:00 a.m. (Calgary time) on July 19, 2013, where securityholders will be asked to vote on a special resolution to approve the Arrangement.

The members of the Board of Directors of Wenzel voting on the special resolution unanimously recommend that shareholders and optionholders of Wenzel vote "FOR" the special resolution in respect of the Arrangement.

Wenzel mailed its management proxy circular to securityholders on June 19th, 2013, a copy of which is available on SEDAR at www.sedar.com. We look forward to securityholders' participation and voting on the business to be conducted at our July 19th meeting.

Every vote is important. Regardless of the number of shares owned, we encourage every shareholder to participate. To be effective, proxies must be voted in advance of the meeting and, in the case of non-registered or beneficial shareholders, no later 10:00 a.m. (Calgary time) on Wednesday, July 17, 2013. For further details, refer to the Arrangement Proxy Circular filed on SEDAR at www.sedar.com.

Securityholders with questions or requiring more information are encouraged to contact the Company's proxy solicitation agent, CST Phoenix Advisors, by (1) toll-free telephone in North America at 1-800-761-6534 or collect call at 201-806-2222, or (2) by email at inquiries@phoenixadvisorscst.com, regarding matters to be considered at the Special Meeting and/or regarding procedures for voting securities.

About Wenzel Downhole Tools Ltd.

The Company is a designer, manufacturer, seller and renter of drilling tools used in oil and gas exploration, that operates in Canada, the United States and internationally; its shares trade on the Toronto Stock Exchange under the symbol "WZL".

The Company's Canadian sales, manufacturing and servicing facilities are located in Edmonton, Alberta and its US sales and servicing facilities are located in Conroe, Texas; Morgantown, West Virginia; Casper, Wyoming and Oklahoma City, Oklahoma. It also has a sales and service facility in Celle, Germany. The main corporate office is located in Calgary, Alberta.

Caution Regarding Forward Looking Information

Certain statements contained in this press release constitute "forward-looking statements". These statements are based on current beliefs and assumptions of management, however are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the forward-looking statements in this press release. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. For additional information with respect to certain of these beliefs, assumptions, risks and uncertainties, please refer to The Company's Annual Information Form for fiscal 2011 available on SEDAR at http://www.sedar.com.

Forward-looking statements are based on estimates and opinions of management of the Company at the time the statements are presented. The Company may, as considered necessary in the circumstances, update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, but the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

*Permission to use quotations from the ISS report was neither sought nor obtained.


Contact Information