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Share Name Share Symbol Market Type
TSXV:EEN TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Estrella International Energy Services Ltd. Announces Completion of the Acquisition of San Antonio Internacional Colombia

02/08/2013 1:30pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Estrella International Energy Services Ltd. ("Estrella" or the "Company") (TSX
VENTURE:EEN) is pleased to announce that it has closed its previously announced
acquisition (the "Acquisition") of all of the issued and outstanding shares of
San Antonio Internacional Co. Inc. ("SAI Colombia") from San Antonio
International Oil & Gas Services LLC and Armadillo Drilling Services LLC
(collectively the "Sellers") for a purchase price of approximately US$122
million (the "Acquisition"). As a result of the Acquisition, Estrella now
controls 37 rigs in the Colombian market making it the largest single rig
operator in Colombia.


The purchase price was paid in cash at closing and SAI Colombia was acquired
debt free. An additional US$32.5 million was injected into the resulting
combined Company to repay existing indebtedness, for working capital and other
general corporate purposes. 


Warren Levy, CEO of Estrella commented, "The combination of Estrella and San
Antonio Colombia creates the largest rig operator in Colombia, allowing us to
offer a broad range of quality services to our customers. The combination of San
Antonio's long experience in Colombia and Estrella's experience and technology
create a strong regional competitor. We are excited that the scale of the
combined company will provide a stable operating base, critical mass for our
regional operation and create a company with opportunities for further growth."


Financing Arrangements

The Company is also pleased to announce that it has closed its previously
announced financing arrangements with its controlling shareholder, Ringo Holding
L.P. ("Ringo") for gross proceeds to the Company of US$97 million (the
"Shareholder Loan").


The Company is of the view that the Shareholder Loan has been made on reasonable
commercial terms that are not less advantageous to the Company than if the loan
was obtained from a person dealing at arm's length to the Company, and as such,
pursuant to Multilateral Instrument 61-101, shareholder approval of the
Shareholder Loan is not required.


Concurrently with the Shareholder Loan, the Company has closed its previously
announced financing arrangements with Colombian financial institutions in the
amount of US$58 million ("Colombian Bank Loans"). The Colombian Bank Loans
consist of (i) a term loan in Colombian pesos equivalent to US$56 Million to be
repaid over a 7 year period, with no amortization (i.e. interest only payments)
during the first two years and 20 quarterly amortization payments commencing on
the third month of year three, and (ii) a revolving credit facility in Colombian
pesos equivalent to US$2 Million to be drawn as necessary and available during
the term of the term loan.


Proposed Private Placement and Concurrent Financing

The Company is pleased to announce that it has received conditional acceptance
of the TSX Venture Exchange to complete its previously announced private
placement of up to CAD$130 worth of Series B Preference Shares of the Company to
Ringo ("Private Placement"). In accordance with Multilateral Instrument 61-101,
the Company will be seeking disinterested shareholder approval of the Private
Placement at its annual general and special meeting of shareholders to be held
on August 19, 2013, as more fully described below.


In addition to the Private Placement, the Company may also complete a concurrent
financing of Series B Preference Shares to subscribers other than Ringo through
a brokered or non-brokered private placement or public offering (the "Concurrent
Financing").


The Company expects to use the proceeds of the Private Placement and the
Concurrent Financing to repay the outstanding indebtedness on the Shareholder
Loan specified above


Annual General and Special Meeting of Shareholders

The Company's annual general and special meeting of shareholders will be held at
the offices of Aird & Berlis LLP, Brookfield Place, 181 Bay Street, Suite 1800,
Toronto, Ontario at 1:30 p.m.(Toronto time) on August 19, 2013. Shareholders of
record as of July 19, 2013 will be entitled to vote on all matters under
consideration. In addition to election of the directors, the appointment of the
auditors and the approval of the Company's stock option plan, the shareholders
will also be asked to consider and approve the Private Placement and the
previously announced special resolution to consolidate the existing common
shares on a ratio to be determined by the directors of between 1 for 10 and 1
for 100.


About Estrella

Estrella is an oil and natural gas, geothermal and mining service company with
operations throughout Latin and South America. It provides conventional drilling
services; directional drilling services; tools and equipment sales and rentals;
work-over and finishing services; and consulting and engineering services. The
Corporation is headquartered in Buenos Aires, Argentina and has operating
locations in six countries in Latin and South America.


Forward-Looking Statements

This press release may contain forward-looking statements which reflect
management's expectations regarding future growth, results of operations,
performance and business prospects of Estrella. These forward-looking statements
may relate to, among other things, forecasts or expectations regarding business
outlook for Estrella; commodity prices for oil and natural gas; oil and natural
gas demand and production growth; debt service requirements for Estrella;
improvements in operating procedures and technology; capital expenditures by
Estrella and the oil and gas industry; the business strategies of Estella's
customers; future global economic conditions; and future results of operations;
expectations regarding the Corporation's ability to raise capital; realization
of the anticipated benefits of acquisitions and dispositions, revenue growth,
future acquisitions, generation of cash flow, and may also include other
statements that are predictive in nature, or that depend upon or refer to future
events or conditions, and can generally be identified by words such as "may",
"will", "expects", "anticipates", "intends", "plans", "believes", "estimates",
"guidance" or similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. These statements are not
historical facts or guarantees of future performance, but instead represent
management's current expectations, estimates and projections regarding future
events. 


The reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or circumstances,
such as future availability of capital on favourable terms, may cause actual
results to differ materially from those predicted, as a result of numerous known
and unknown risks, uncertainties, and other factors, many of which are beyond
the control of Estrella. The reader is cautioned not to place undue reliance on
any forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified by this
cautionary statement. The forward-looking statements contained in this press
release are made as of the date of this press release, and Estrella does not
undertake any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by securities law.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Estrella International Energy Services Ltd.
Warren Levy
Chief Executive Officer
+54 (11) 5217-5250


Estrella International Energy Services Ltd.
Javier Vedoya
Chief Financial Officer
+54 (11) 5217-5250
+54 (11) 5217-5280 (FAX)
info@estrellasp.com

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