Strad today announced that its board of directors has adopted a Shareholder Rights Plan effective immediately.
STRAD ADOPTS SHAREHOLDER RIGHTS PLAN
Board seeks fair treatment of shareholders
in event of an unsolicited takeover bid
CALGARY, ALBERTA – (Marketwired – September 23, 2015)
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Strad Energy Services Ltd. ("Strad" or the "Company") (TSX:SDY) today announced that its board of directors (the "Board") has adopted a Shareholder Rights Plan ("Rights Plan") effective immediately. The Rights Plan is designed to encourage the fair treatment of shareholders of the Company ("Shareholders") in connection with any unsolicited take-over bid, to ensure that the Shareholders and the Board have adequate time to consider and evaluate any unsolicited take-over bid if and when made, and to ensure that the Board has adequate time to explore, identify, develop and negotiate strategic alternatives to enhance Shareholder value, if considered appropriate, including competing transactions.
The purpose of the Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Board.
Permitted Bid characteristics
A Permitted Bid is a take-over bid that, among other things, is made to all Shareholders (other than the bidder) for all of the common shares of the Company ("Shares") held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws, that remains open for acceptance by Shareholders for a minimum of 120 days (or such shorter period of time as may be approved by the Board), is supported by a majority of Shareholders other than the bidder, and that satisfied certain other conditions. The 120 day period that a Permitted Bid must remain open for acceptance is the same period of time that the Canadian securities regulators have proposed will be the minimum period of time that a take-over bid must remain open in the regulators' proposed amendments to the Canadian take-over bid regime as published in March 2015.
Although neither Strad nor its Shareholders have been presented with a formal offer, Strad's competitor Total Energy Services Inc. ("Total Energy") has publicly disclosed an intention to make an unsolicited take-over bid for the outstanding Shares of the Company (the "Total Announcement"). Total Energy has indicated that its bid, if and when it is made, may remain open for as little as 35 days. An unsolicited take-over bid with a 35-day expiry period would not be a Permitted Bid under the Rights Plan.
Share Purchase Rights
In connection with the adoption of the Rights Plan, the Board authorized the issuance of one Share purchase right (a "Right") in respect of each Share outstanding as of the close of business on September 22, 2015 (and each Share issued thereafter, subject to the limitations set out in the Rights Plan). Under the terms of the Rights Plan, the Rights will become exercisable (the "Separation Time") if a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of Shares which, when aggregated with its current holdings, total 20% or more of Strad's outstanding Shares, subject to the ability of the Board to defer the time at which the Rights become exercisable and to waive the application of the Rights Plan. The Board has determined to defer the Separation Time triggered by the Total Announcement to a later date to be determined by the Board.
Following the acquisition of 20% or more of the outstanding Shares by any person (and its affiliates, associates and joint actors), each Right held by a person other than the acquiring person (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder to purchase Shares at a substantial discount to their then prevailing market price.
The Rights Plan is subject to the approval of the Toronto Stock Exchange and requires approval by Shareholders within six months of the Rights Plan's effective date, failing which it will terminate.
A more detailed summary of the Rights Plan will be set out in Strad's Material Change Report which will be filed with the Canadian securities regulatory authorities and will be available at www.sedar.com. A full copy of the Rights Plan will also be available at www.sedar.com in due course.
About Strad Energy Services Ltd.
Strad is a North American energy services company that focuses on providing well-site infrastructure solutions to the oil and natural gas industry. Strad focuses on providing complete customer solutions in well-site-related oilfield equipment for producers active in unconventional resource plays.
Strad is headquartered in Calgary, Alberta, Canada. Strad is listed on the Toronto Stock Exchange under the trading symbol “SDY”.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
For more information, please contact:
Strad Energy Services Ltd.
President & Chief Executive Officer
Fax: (403) 232-6901
Strad Energy Services Ltd.
Chief Financial Officer
Fax: (403) 232-6901
Longview Communications Inc.
Alan Bayless: 604-694-6035; firstname.lastname@example.org
Trevor Zeck: 604-694-6037; email@example.com
Forward-Looking Statement Disclaimer
Certain information set forth in this document, including the intended effects and benefits of the Rights Plan and the intended operation of the Rights Plan, are considered forward-looking information, and necessarily involve risks and uncertainties, certain of which are beyond Strad’s control. Such risks include but are not limited to: the inability to obtain required regulatory and shareholder approvals for the Rights Plan; and the risk that the Rights Plan does not have the effect and intended benefits as set forth herein. Actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits that Strad will derive therefrom. With respect to forward-looking information contained herein, the Company has made assumptions regarding: the timely receipt of any required regulatory and shareholder approvals for the Rights Plan and the effectiveness thereof. The forward-looking information contained in this document are made as of the date of this document, and Strad does not undertake any obligation to update publicly or to revise any of the included forward looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities law.