Wenzel Downhole Tools Ltd.

Wenzel Downhole Tools Ltd.

July 10, 2013 21:10 ET

Wenzel Downhole Tools Ltd. Announces Technical Correction to Independent Valuation

Expected Postponement of Special Meeting to Allow for Distribution of Correction

Board of Directors Reconfirms Recommendation that Shareholders Vote "FOR" the Special Resolution

CALGARY, ALBERTA--(Marketwired - July 10, 2013) - Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) announces that Raymond James Ltd. ("Raymond James"), the independent financial advisor and valuator to the special committee of the Board of Directors of Wenzel (the "Special Committee"), has become aware of a technical error in its valuation of the Company (the "Valuation"), and, as a result, has determined that a correction to the Valuation is necessary.

In the Company's information circular dated June 17, 2013 (the "Circular") with respect to the special meeting of the shareholders and optionholders of Wenzel (the "Securityholders") and the holder of series 1 preferred shares scheduled for July 19, 2013 (the "Meeting"), it was disclosed that Raymond James was of the opinion that, as of March 31, 2013, the fair market value of the Company's common shares (the "Common Shares") was in the range of $2.07 to $2.38 per Common Share.

After correcting the technical error, Raymond James' revised opinion is that, subject to the assumptions and limitations noted in the revised Valuation, as of March 31, 2013, the fair market value of the Common Shares was in the range of $2.16 to $2.46 per Common Share.

The consideration of $2.25 per Common Share offered to Securityholders pursuant to the proposed plan of arrangement announced on May 13, 2013 involving Wenzel, Basin Tools L.P. ("Basin") and 1748017 Alberta Limited (the "Arrangement") continues to be within the valuation range.

Notwithstanding the correction to the valuation range, in the opinion of Raymond James, based upon and subject to the assumptions and limitations contained in its fairness opinion attached to the Circular, as of June 17, 2013, the $2.25 per Common Share in cash to be paid to the shareholders pursuant to the Arrangement is fair from a financial point of view to the shareholders, other than Basin and its affiliates.

The Special Committee has reviewed the revised valuation range and considered it along with the other reasons pursuant to which it originally recommended to the Board of Directors that it recommend the Arrangement to Securityholders, and has reconfirmed its recommendation.

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

The Company intends to postpone the Meeting to allow for distribution of the correction to the valuation range to the Securityholders. More details will follow in a press release expected next week. The Company also intends to make a copy of the revised valuation prepared by Raymond James available on SEDAR at www.sedar.com.

Finally, the Company received a letter dated July 8, 2013 from Perlus Investment Management LLC disputing various matters in the Valuation and requiring a response by July 11, 2013. It has come to the Company's attention that such letter has been publicly filed today. The Company had been working on its response to this letter with Raymond James, and a response will be delivered on July 11, 2013 and a further press release will be issued concurrently.

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 1-201-806-2222, 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; Odessa, 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.


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