Wenzel Downhole Tools Ltd.

Wenzel Downhole Tools Ltd.

July 11, 2013 09:58 ET

Wenzel Downhole Tools Ltd. Responds to Inaccuracies in Letter From Perlus

CALGARY, ALBERTA--(Marketwired - July 11, 2013) - A letter received by Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) from Perlus Investment Management LLP ("Perlus") on July 8, 2013 (the "Letter"), in connection with the proposed plan of arrangement (the "Arrangement") involving Wenzel, Basin Tools L.P. ("Basin") and 1748017 Alberta Ltd., has been made publicly available.

Before responding to specific statements in the Letter, the Company wishes to thank its shareholders for their strong support for the Arrangement to date, and continues to urge shareholders to vote.

In the Letter, Perlus makes reference to the Valuation and Fairness Opinion Report dated June 17, 2013 (the "Report"), attached to the information circular of the same date with respect to the special meeting of the securityholders of Wenzel. Yesterday, July 10, Wenzel announced that Raymond James Ltd. ("Raymond James"), the independent financial advisor and valuator to the special committee (the "Special Committee"), had determined that it was necessary to correct a technical error in its valuation of the Company. This technical error was not indicated in the Letter; rather, Raymond James independently noted and corrected the matter.

In the same press release yesterday, it was also announced that the members of the Board of Directors of Wenzel voting on the resolution reconfirmed, and unanimously recommended that shareholders and optionholders of Wenzel vote "FOR", the special resolution in respect of the Arrangement.

The Company has made a copy of the revised valuation dated July 10, 2013 prepared by Raymond James available on SEDAR at www.sedar.com.

With respect to the Letter, the Special Committee has reviewed it and sought the advice of its independent financial advisor. On the basis of that advice, the Special Committee provides the following responses:

1. Perlus Claim: The Report uses a multiple of 5.02x in its base case analysis in the Precedent Transaction Approach. A more appropriate multiple would be 5.9x.

Wenzel's response:

The Report, which was based on the professional judgment of Raymond James, a leading financial advisor in the Canadian oilfield services sector, considers relevant transactions for the precedent transaction approach, including consideration for transactions specific to the downhole tools subsection of the oilfield services sector.

The Special Committee understands that if one were to broaden the survey of precedent transactions to include a selection of transactions from the entire Canadian oilfield services sector for the period beginning January 1, 2010, the average trailing twelve month EBITDA multiple implied would be 4.9x, not 5.9x as Perlus has asserted. Further, the average trailing twelve month EBITDA multiple for all cash acquisitions would be 4.6x.

2. Perlus Claim: The Report double counts short term debt of $2,369,136 by including it in the calculation of Total Debt.

Wenzel's response:

This is incorrect. In fact, the Report expressly excludes all short term debt from the calculation of net working capital, and only includes it in the calculation of Total Debt in adjusting the equity value of the Company.

3. Perlus Claim: The working capital surplus used to adjust the equity value of the Company should be $32,756,731.

Wenzel's response:

This is incorrect as this adjustment assumes that Wenzel does not require working capital to operate. All oilfield services companies, including Wenzel, require significant working capital to allow them to operate and generate earnings. Working capital surplus in oilfield services companies is working capital beyond what is required to operate the business as a going concern. Accordingly, the Report makes an adjustment for the working capital that existed at the effective date of the valuation by Raymond James which was in excess of the working capital historically required by the Company.

4. Perlus Claim: The Report attributes no value to the working capital position of the Company and the Company has historically had a large working capital surplus.

Wenzel's response:

The Report explicitly gives full value to the Company's working capital position, and considers it in relation to the working capital historically required by the Company to determine if there is a surplus or deficiency. It is important to note that net working capital held in oilfield services companies is capital that is required to operate the business and it cannot be treated as if it can be liquidated and removed from the business when valuing the Company as a going concern.

5. Perlus Claim: The figure of 134 days of revenue used for working capital requirements is based on a time when the Company was experiencing 40% sales growth two years in a row.

Wenzel's response:

In the Report, working capital is calculated utilizing the days of revenue historically required by looking at annual working capital requirements for the period between January 1, 2009 and March 31, 2013. While the period did include two consecutive years of sales growth, it also included two years of sales contraction. As a point of reference, days of revenue required were as high as 159 days for the twelve month period ending March 31, 2010.

6. Perlus Claim: Roughly 90% of Wenzel's total inventory consists of its rental fleet.

Wenzel's response:

This is incorrect. The rental fleet is accounted for as part of Property, Plant & Equipment under the Company's Non-current Assets. Furthermore, Wenzel's inventories of $16,073,773 at December 31, 2012 are stated in accordance with IFRS. We refer to the Company's audited financial statements for the year ending December 31, 2012, and the notes thereto, which are available on SEDAR at www.sedar.com or on the Company's website at www.downhole.com.

7. Perlus Claim: The complete abandonment and neglect of monetary value associated with both receivables and inventory is unfair at best.

Wenzel's response:

This is incorrect. In the Report, full value has been given to the Company's inventory and receivables, as well as the income taxes recoverable of $5.1 million, in calculating the working capital surplus in relation to required working capital.

8. Perlus Claim: Non-solicitation clause impacts ability to attract other offers.

Wenzel's Response:

The non-solicitation covenants, matching rights and break fee contained in the arrangement agreement dated May 13, 2013 are customary for transactions of this nature and were taken into consideration by the Special Committee in concluding that the Arrangement is in the best interests of the Company.

Those shareholders seeking further information should feel free, and are encouraged, to contact the Company's proxy and information agent, CST Phoenix Advisor; contact information is provided below.

Since the Company intends to postpone the special meeting to allow for distribution of the technical correction to the valuation range to its securityholders, as announced in yesterday's press release, we are confident there will be sufficient time for shareholders to review that correction, this press release, and obtain answers to any further questions they may have.

More details will follow in a press release expected next week.

Finally, Basin, which holds approximately 37% of the outstanding shares of the Company (on the basis of the conversion of each series 1 preferred share for one common share), has specifically advised the Special Committee that the consideration of $2.25 per common share offered under the Arrangement will not be increased.

This price per share was arrived at after negotiation with the Special Committee and remains within Raymond James' valuation range, as revised on July 10, 2013. The cash consideration represents a 30.8% premium to the last three months' volume weighted average trading price of Wenzel's common shares on the Toronto Stock Exchange prior to the announcement of the transaction on May 14, 2013.

Further Information

Securityholders with questions or requiring more information are encouraged to contact the Company's proxy and information 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 e-mail at inquiries@phoenixadvisorscst.com.

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 common 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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