Calfrac Well Services to acquire 100% stake in Century Oilfield Services

Tue. September 22, 2009; Posted: 03:01 PM

Sep 22, 2009 (Datamonitor Financial Deals Tracker via COMTEX) -- CFWFF | Quote | Chart | News | PowerRating -- Calfrac Well Services, Ltd., an oilfield services company, has entered into a definitive agreement to acquire all of the issued and outstanding common shares of Century Oilfield Services, Inc., a fracturing services company. Both the companies are based in Canada.

Under the terms of the agreement, Calfrac Well Services will pay CAD90 million ($84.21 million) to the shareholders of Century Oilfield Services, which will be 85% comprised of Calfrac Well Services shares priced at approximately CAD14.87 ($13.91) each and the remaining 15% in cash. In addition, Calfrac Well Services will assume indebtedness and incur other liabilities of approximately CAD30 million ($20.07 million) on an aggregate net basis.

The acquisition will be effected by way of a plan of arrangement whereby Century Oilfield Services' shareholders shall be entitled to elect to receive either 0.0456 of a Calfrac Well Services share for each Century Oilfield Services share held, or CAD0.679 ($0.635) in cash for each Century Oilfield Services share held, or a combination of share and cash consideration. The maximum aggregate cash consideration shall not exceed approximately CAD13.50 million ($12.63 million) and the maximum aggregate share consideration shall not exceed approximately 5.15 million Calfrac Well Services shares.

As part of the transaction, shareholders holding approximately 15.7% of the combined outstanding shares and options of Century Oilfield Services have signed lock up agreements in support of the arrangement.

Pursuant to the transaction, the current shareholders of Calfrac Well Services will own approximately 88% of Calfrac Well Services' outstanding shares and the shareholders of Century Oilfield Services will own approximately 12% of Calfrac Well Services' outstanding shares. The Boards of Directors of each of Calfrac Well Services and Century Oilfield Services have approved the agreement.

Peters & Co., Limited is acting as financial advisor to Calfrac Well Services, while CIBC World Markets, Inc. is acting as financial advisor to the Board of Directors of Century Oilfield Services.

Deal Value (US$ Million) 112.28
Deal Type                Acquisition
Sub-Category             100% Acquisition
Deal Status              Announced: 2009-09-21

Deal Participants

Target (Company)   Century Oilfield Services, Inc.
Acquirer (Company) Calfrac Well Services., Ltd.

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