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Share Name | Share Symbol | Market | Type |
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W-H Energy Svcs | NYSE:WHQ | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
o | Check the box if the filing relates to preliminary communications made before the commencement date of a tender offer. |
| By deleting the first sentence of the fourth paragraph thereof and replacing such deleted sentence with the following text (please refer to page 1 of the Schedule 14D-9) : |
| By amending and supplementing the section thereof captioned Arrangements with Smith to add the following text as a new paragraph following the last paragraph of such section ( please refer to page 6 of the Schedule 14D-9 ): |
| By amending and supplementing the section thereof captioned Background for the Boards Recommendation to add the following text as a new paragraph following the seventh paragraph of such section ( please refer to page 8 of the Schedule 14D-9 ): |
-1-
|
By amending and supplementing the section thereof captioned Background for the
Boards Recommendation to delete the thirty-third paragraph of such section in its entirety
and replace such deleted paragraph with the following text (
please refer to page 11 of the
Schedule 14D-9
):
|
|
By amending and supplementing the subsection thereof entitled Reasons for the
Boards Recommendation Other Material Factors Considered to delete the first bullet
point thereof in its entirety and replace such deleted bullet point with the following text
(
please refer to page 12 of the Schedule 14D-9
):
|
|
Strategic Alternatives.
The possible alternatives to the Offer and the Merger
(including the possibility of continuing to operate as an independent entity),
the perceived risks and benefits of any such alternatives, including the timing
and likelihood of consummating any such alternative, and the W-H Board of
Directors assessment that the Offer and the Merger, together, present a superior
opportunity to any such alternatives. In making such assessment, the W-H Board
of Directors considered that the Offer and the Merger were superior to the
previous indications of interest from Parties A, B and C, that certain other
prospective buyers were restricted from purchasing certain W-H assets by a
Department of Justice consent decree and that the W-H Board of Directors was
permitted to consider and accept a superior proposal if required by their
fiduciary duties. In agreeing to the Offer and the Merger, the W-H Board of
Directors considered that Smith had indicated that it would withdraw its
valuation proposal if it was publicly disclosed, and that contacting other
potential purchasers would not be in the best interests of the W-H shareholders
as public disclosure of a possible transaction would disrupt customer, employee,
supplier and other relationships, which could have a material adverse effect on
W-Hs results of operations, cash flows and financial condition.
|
|
By amending and supplementing the subsection thereof entitled Reasons for the
Boards Recommendation Other Material Factors Considered to delete the eleventh bullet
point thereof in its entirety and replace such deleted bullet point with the following text
(
please refer to page 13 of the Schedule 14D-9
):
|
|
Due Diligence.
The results of the due diligence investigations of Smith by
W-Hs management and financial and legal advisors. Such due diligence
investigations consisted of customary public company legal and financial due
diligence, including meetings of W-Hs management and financial and legal
advisors with representatives of Smith senior management.
|
-2-
|
By amending and supplementing the section thereof captioned Selected Public
Companies Analysis to delete the introductory clause of the first paragraph thereof in its
entirety and replace such deleted clause with the following text (
please refer to page 17
of the Schedule 14D-9
):
|
|
By amending and supplementing the section thereof captioned Selected Public
Companies Analysis to delete the introductory clause of the second paragraph thereof in its
entirety and replace such deleted clause with the following text (
please refer to page 17
of the Schedule 14D-9
):
|
|
By amending and supplementing the section thereof captioned
Selected Precedent Transactions Analysis to delete the
penultimate sentence of the second paragraph thereof and replacing such deleted sentence with the
following text (
please
refer to page 19 of the Schedule 14D-9
):
|
|
By amending and supplementing the section thereof captioned Miscellaneous to
delete the sole paragraph thereof in its entirety and replace such deleted paragraph with
the following text (
please refer to page 20 of the Schedule 14D-9
):
|
|
By adding the following new section immediately following the section captioned
State Takeover Statutes (
please refer to page 21 of the Schedule 14D-9
):
|
-3-
| By amending and supplementing the section thereof captioned Regulatory Approvals to delete the first four sentences of the third paragraph of such section and replacing such deleted sentences with the following text: |
| By amending and supplementing the section thereof captioned Litigation to delete the last sentence of the sole paragraph thereof in its entirety and replace such deleted sentence with the following text ( please refer to page 22 of the Schedule 14D-9 ): |
| By amending and supplementing the section thereof captioned Litigation to add the following new paragraph immediately following the sole paragraph thereof (please refer to page 22 of the Schedule 14D-9) : |
Exhibit No. | Description | |
|
||
(a)(1)
|
Prospectus/Offer to Exchange, dated June 24, 2008, as amended (incorporated by reference to Smiths Registration Statement on Form S-4 (File No. 333-151897)). | |
|
||
(a)(2)
|
Letter of Election and Transmittal, dated June 24, 2008 (incorporated by reference to Exhibit 99.3 to Smiths Registration Statement on Form S-4 (File No. 333-151897)). | |
|
||
(a)(3)*
|
Letter to Shareholders of W-H, dated June 24, 2008. | |
|
||
(a)(4)*
|
Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder. | |
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||
(a)(5)*
|
Fairness Opinion of UBS Securities LLC to the Board of Directors of W-H, dated June 2, 2008. | |
|
||
(a)(6)
|
Joint Press Release issued by Smith and W-H, dated June 3, 2008, announcing the execution of the Agreement and Plan of Merger among Smith, W-H and Offeror (incorporated by reference to Exhibit 99.01 to W-Hs Current Report on Form 8-K filed with the SEC on June 5, 2008). | |
|
||
(a)(7)
|
Transcript of the Investor Call on June 3, 2008 regarding announcement of the Agreement and Plan of Merger among Smith, W-H and Offeror (incorporated by reference to Exhibit 99.02 to W-Hs Current Report on Form 8-K filed with the SEC on June 5, 2008). | |
|
||
(a)(8)*
|
Joint Press Release issued by Smith and W-H, dated June 24, 2008, announcing the commencement of the Offer. | |
|
||
(a)(9)
|
Joint Press Release issued by Smith and W-H, dated July 18, 2008, announcing the extension of the Offer. |
-4-
Exhibit No. | Description | |
|
||
(e)(1)
|
Agreement and Plan of Merger, dated as of June 3, 2008, by and
among W-H, Smith and the Offeror (incorporated by reference to
Exhibit 2.01 to W-Hs Current Report on Form 8-K filed with
the SEC on June 5, 2008).
|
|
|
||
(e)(2)
|
W-H Energy Services, Inc. 1997 Stock Option Plan as restated,
effective as of May 12, 2004 (incorporated by reference to
Appendix B of W-Hs Definitive Proxy Statement on Schedule
14A, filed with the SEC on April 6, 2004).
|
|
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||
(e)(3)
|
W-H Energy Services, Inc. 2006 Stock Awards Plan, effective as
of May 10, 2006 (incorporated by reference to Exhibit 10.1 to
W-Hs Current Report on Form 8-K filed with the SEC on May 10,
2006).
|
|
|
||
(e)(4)
|
Non-Statutory Stock Option Agreement for Kenneth T. White,
Jr., dated March 29, 1999 (incorporated by reference to
Exhibit 10.5 to W-Hs Registration Statement on Form S-1 (No.
333-43411).
|
|
|
||
(e)(5)
|
Amended and Restated Employment Agreement of Kenneth T. White,
Jr., effective as of January 1, 2008 (incorporated by
reference to Exhibit 10.1 to W-Hs Annual Report on Form 10-K
for the fiscal year ended December 31, 2007).
|
|
|
||
(e)(6)
|
Amended and Restated Employment Agreement of Ernesto Bautista,
III, effective as of January 1, 2008 (incorporated by
reference to Exhibit 10.10 to W-Hs Annual Report on Form 10-K
for the fiscal year ended December 31, 2007).
|
|
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||
(e)(7)
|
Amended and Restated Employment Agreement of William J. Thomas
III, effective as of January 1, 2008 (incorporated by
reference to Exhibit 10.2 to W-Hs Annual Report on Form 10-K
for the fiscal year ended December 31, 2007).
|
|
|
||
(e)(8)
|
Amended and Restated Employment Agreement of Glen J. Ritter,
effective as of January 1, 2008 (incorporated by reference to
Exhibit 10.9 to W-Hs Annual Report on Form 10-K for the
fiscal year ended December 31, 2007).
|
|
|
||
(e)(9)
|
Amended and Restated Employment Agreement of Jeffrey L.
Tepera, effective as of January 1, 2008 (incorporated by
reference to Exhibit 10.2 to W-Hs Annual Report on Form 10-K
for the fiscal year ended December 31, 2007).
|
|
|
||
(e)(10)
|
Amended and Restated Employment Agreement of Stuart J. Ford,
effective as of January 1, 2008 (incorporated by reference to
Exhibit 10.11 to W-Hs Annual Report on Form 10-K for the
fiscal year ended December 31, 2007).
|
* |
Previously filed with the Schedule 14D-9 on June 24, 2008.
|
-5-
|
By deleting the first sentence of the third paragraph thereof and replacing such
deleted sentence with the following text
(please refer to page A-1 of Annex A to the
Schedule 14D-9)
:
|
The Offer was commenced by Offeror on June 24, 2008 and expires at 12:00
midnight, New York City time, at the end of August 4, 2008, unless further extended by
Offeror.
|
W-H ENERGY SERVICES, INC.
|
||||
By: | /s/ Ernesto Bautista, III | |||
Ernesto Bautista, III | ||||
Vice President and Chief Financial Officer | ||||
-6-
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