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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 Sale of Shares and Assets

15/07/2010 12:34am

Marketwired Canada


ENQUEST ENERGY SERVICES CORP. ("EnQuest") (TSX VENTURE:ENQ) is pleased to
announce that it has entered into a definitive arrangement agreement (the
"Arrangement Agreement") with TFI Holdings Inc. ("TFI"), a wholly owned
subsidiary of TransForce Inc. ("TransForce") respecting an arrangement (the
"Arrangement") involving EnQuest, TFI, 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 ("EnQuest Options"),
pursuant to which TFI will acquire a 19% equity position in EnQuest, with an
option to acquire the remaining 81% of the issued and outstanding voting shares
of the capital of EnQuest within a three year period following the completion of
the transactions outlined in the Arrangement Agreement. The Arrangement will be
completed by way of a plan of arrangement under section 193 of the Business
Corporations Act (Alberta) (the "Plan of Arrangement") which will result in the
creation, issuance and conversion of various shares in the capital of EnQuest,
the effect of which will be to permit TFI to acquire the equity interest in
EnQuest as set forth above. The transactions outlined in the Plan of
Arrangement, subject to various conditions, are expected to close on or about
August 13, 2010.


The Arrangement will provide the Shareholders with a cash payment or payments of
CDN $.17 per EnQuest Share, with the first cash payment in the amount of CDN
$.16 per EnQuest Share occurring concurrently with the completion of the
Arrangement and the Asset Sale (as described below), with the remaining
subsequent cash payments totalling CDN $.01 per EnQuest Share to occur at any
time within the subsequent three year period following the completion of the
Arrangement at the option of TFI. The Arrangement also contemplates the
cancellation of all outstanding EnQuest Options.


Completion of the Arrangement will be subject to certain customary conditions,
including approval of the Arrangement by not less than 66 2/3 percent of the
votes cast at a special meeting of the Shareholders and Optionholders, voting as
a single class. The completion of the Arrangement is also subject to court
approvals, and certain regulatory approvals involving the partial revocation of
the cease trade orders issued by the securities regulatory authorities in the
provinces of British Columbia, Alberta, Manitoba and Ontario. Shareholders are
cautioned that the failure to occur of any of these conditions, as well as
others as outlined in the Arrangement Agreement, will result in the termination
of the Arrangement Agreement.


The Arrangement will be completed concurrently with, and is contingent upon, the
completion of the asset sale (the "Asset Sale") announced by EnQuest in its June
4, 2010 press release. The Asset Sale consists of the purchase, by a
wholly-owned subsidiary of TransForce, Hemphill Trucking Inc. ("Hemphill"), of
substantially all of the assets of EnQuest. The sold assets, including primarily
rolling stock and real estate, are held through certain of EnQuest's
wholly-owned subsidiaries, and will be sold pursuant to the terms of asset
purchase agreements dated June 1, 2010 (the "Asset Purchase Agreement" and the
"Real Estate Purchase Agreement") among Speedy Heavy Hauling, Inc., Summit Crane
& Rigging, Inc., Northern Truck & Crane, Inc. and Tubular Transportation Inc.,
all being sellers, and Hemphill, as buyer. The purchase price to be paid by
Hemphill for the assets is US $32,000,000. Proceeds for the Asset Sale will be
used for the payment of the creditors of EnQuest and its subsidiaries, for the
payment of transaction costs, for the costs of rectifying certain regulatory
defaults of EnQuest, and for the remaining operating costs of EnQuest. Following
the completion of the Arrangement Agreement, EnQuest will cease operations in
its primary business of rig moving.


EnQuest will mail its information circular and proxy statement dated July 13,
2010 (the "Information Circular") in connection with the Arrangement Agreement
and the Asset Sale (together, the "Transactions") on or about July 16, 2010. The
Transactions will be considered by the Shareholders and Optionholders at a
special meeting (the "Meeting") to be held at the time and location as set forth
in the Information Circular. The record date for the determination of
Shareholders and Optionholders to receive notice of, and to vote at, the Meeting
is July 12, 2010.


The Information Circular contains details concerning the Transactions, including
the conditions and procedures for it to become effective. Shareholders and
Optionholders are urged to carefully review the Information Circular and
accompanying materials as they contain important information regarding the
Transactions and the rights and entitlements of the Shareholders and
Optionholders in connection therewith.


The Board of Directors of EnQuest has unanimously approved the Transactions and
has determined that the Transactions are in the best interest of the
Shareholders and Optionholders and recommends that the Shareholders and
Optionholders approve the Transactions. The executive officers, directors and
certain Shareholders and Optionholders of EnQuest holding approximately 53% of
the outstanding EnQuest Shares and EnQuest Options have agreed to vote their
EnQuest Shares and EnQuest Options in favour of the Transactions, subject to
certain rights to rescind, and have signed support agreements with TransForce
evidencing such commitment. Preliminary court approval for the Arrangement was
granted on July 13, 2010.


EnQuest has agreed to pay TFI a non-completion fee of $2,000,000 in certain
circumstances if the proposed Arrangement Agreement is not completed. TFI,
likewise, has agreed to pay EnQuest a non-completion fee of $2,000,000 in the
event of a material breach or non-performance by TFI. The Arrangement Agreement
contains customary non-solicitation covenants and right to match provisions.
Full details of the Transactions will be included in the Information Circular
and related documents that will be mailed to all Shareholders and Optionholders.


EnQuest provides energy services in the following primary business segments:
transportation services, rig moving, crane services, specialized heavy hauling,
oilfield equipment rentals, retailer of new and refurbished oil country tubular
goods and pipe storage.


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 Transactions,
the terms and conditions of the Transactions, the completion of the
Transactions, the outcome of the Transactions and other expectations, beliefs,
plans, goals, objectives, assumptions, information and statements about possible
future events, conditions, results of operations or performance.


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 receive approval of the
Transactions from Shareholders and Optionholders, the failure to receive court
approval of the Arrangement; the possibility that the applicable securities
regulatory authorities will not approve a partial revocation of the cease trade
orders currently in effect for the trading in the EnQuest Shares, and other risk
factors as enumerated in the Information Circular.


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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