Precision Drilling Corporation has terminated the arrangement agreement dated Oct. 5, 2018, with Trinidad Drilling Ltd. following the announcement by Ensign Energy Services Inc. that it had taken up 56.38% of the outstanding common shares of Trinidad pursuant to its unsolicited offer to purchase and takeover bid circular.
Accordingly, payment of the termination fee in the amount of $20 million is now due and payable to Precision in accordance with the arrangement agreement.
Late this morning, Ensign announced that the conditions to its offer for shares of Trinidad at $1.68 per share have been satisfied or waived and it has taken up the Trinidad shares deposited to the offer as of 10:00 a.m. on Nov. 27, 2018.
Approximately 56.38 per cent of the common shares of Trinidad (154,111,528 Trinidad shares) have been tendered to the offer and have been taken up by Ensign, satisfying the statutory minimum condition being the tender to the offer of more than 50 per cent of the Trinidad shares not owned or controlled by Ensign.
Together with the 26,863,239 Trinidad shares already owned by Ensign, this represents approximately 66.18 per cent of the issued and outstanding Trinidad shares.
Precision entered the ring for Trinidad back in October (DOB, Oct. 5, 2018), trumping the earlier hostile bid for Trinidad from Ensign.
The aggregate transaction value of Precision’s all-share deal was approximately $1.028 billion, including the assumption of approximately $477 million in Trinidad net debt.
In August, Ensign made a $947-million hostile bid to acquire Trinidad, just two weeks after Trinidad had announced it was ending its strategic alternatives process. Later, Trinidad said Ensign’s hostile bid for the company “significantly undervalues” Trinidad and asked shareholders to reject the offer.
