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ENQ Enquest Energy Ser Corp

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Share Name Share Symbol Market Type
Enquest Energy Ser Corp TSXV:ENQ 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 -

EnQuest Announces Completion of Asset Sale and Plan of Arrangement

19/08/2010 6:49pm

Marketwired Canada


ENQUEST ENERGY SERVICES CORP. ("EnQuest") (TSX VENTURE:ENQ) is pleased to
announce that on August 13, 2010 (the "Effective Date"), it successfully
completed: (i) a previously announced sale of assets (the "Asset Sale") by four
of its principal operating subsidiaries, Speedy Heavy Hauling, Inc., Summit
Crane & Rigging, Inc., Tubular Transportation Inc., and Northern Truck & Crane,
Inc. (collectively the "Sellers"), to Hemphill Trucking Inc., a wholly-owned
subsidiary of TransForce Inc., for the sale of substantially all of the
operating assets of EnQuest, and (ii) a previously announced arrangement (the
"Arrangement") involving TFI Holdings Inc. ("TFI"), a wholly-owned subsidiary of
TransForce Inc., EnQuest, and the holders (the "Shareholders") of the common
shares in the capital of EnQuest ("EnQuest Shares") and holders (the
"Optionholders") of options to acquire EnQuest Shares. 


Pursuant to the Arrangement, TFI has acquired a 19% equity position in EnQuest,
with an option to acquire, for nominal consideration, the remaining 81% of the
issued and outstanding voting shares of the capital of EnQuest within a
three-year period following the Effective Date. The Arrangement has been
completed by way of a plan of arrangement under section 193 of the Business
Corporations Act (Alberta) and has resulted in the creation, issuance and
conversion of various shares of EnQuest, the effect of which will be to permit
TFI to acquire the equity interest in EnQuest as set forth above. Shareholders
are required to deliver the certificates representing their EnQuest Shares,
together with a duly completed letter of transmittal, to Olympia Trust Company
in accordance with the directions set forth in the letter of transmittal
provided to Shareholders and available at www.sedar.com.


As a result of the Arrangement, the EnQuest Shares have been de-listed from the
TSX Venture Exchange.


The Arrangement provides the Shareholders with a cash payment or payments of CDN
$0.17 per EnQuest Share, with the first cash payment in the amount of CDN $0.16
per EnQuest Share occurring concurrently with the completion of the Arrangement,
with the remaining subsequent cash payments totalling CDN $0.01 per EnQuest
Share to occur at any time within the subsequent three year period following the
Effective Date at the option of TFI. 


The Asset Sale was approved by the Shareholders at a special meeting of
securityholders of EnQuest held on August 12, 2010 (the "Meeting") and the
Arrangement was approved by the Shareholders and Optionholders, voting together
as a single class, at the Meeting as well as by the Court of Queen's Bench of
Alberta pursuant to a final order issued on August 12, 2010.


Proceeds of the Asset Sale were distributed to the secured lenders of the
Sellers and EnQuest. Following the Effective Date of the Asset Sale, the Sellers
and EnQuest will initiate an orderly process to sell their residual assets to
retire the remaining secured debt with the remaining first-charge secured
lenders, and any remaining balance will be distributed to other creditors of the
Sellers and EnQuest. It is projected that the divestiture of the remaining
assets will take approximately 90 to 120 days.


Caution Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of
the applicable securities laws. Forward-looking statements may include
estimates, plans, expectations, forecasts, guidance or other statements that are
not statements of fact. Forward-looking information in this press release
includes, but is not limited to, statements with respect to the divestiture of
the remaining assets of EnQuest and the satisfaction of debt obligations to
lenders and creditors. 


By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that predictions, forecasts,
projections and other forward-looking statements will not be achieved. We
caution readers not to place undue reliance on these statements as a number of
important factors could cause the actual results to differ materially from the
beliefs, plans, objectives, expectations and anticipations, estimates and
intentions expressed in such forward-looking statements. These material risk
factors include, but are not limited to: the failure to sell the residual assets
of EnQuest in a timely fashion or at all, the inability to retire remaining
debt, and the failure to distribute any amounts to creditors of the Seller and
EnQuest.


The forward-looking statements contained in this press release are made as of
the date of this press release. This cautionary statement expressly qualifies
the forward-looking statements contained in this press release.


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