Total Energy Services Inc. and Savanna Energy Services Corp. announced today that Total Energy has completed its acquisition of Savanna.
Earlier today, at a special meeting held in Calgary, Alberta, the holders of common shares of Savanna overwhelmingly approved the amalgamation of Savanna and 2043324 Alberta Ltd., a wholly-owned subsidiary of Total Energy, with 99.99% of shares voted cast in favor of the Amalgamation. Articles of Amalgamation and supporting documentation were subsequently filed, on behalf of Savanna and Subco, in accordance with the Business Corporations Act (Alberta) and a Certificate of Amalgamation has been issued by the Registrar of Corporations. No dissent rights were validly exercised in relation to the Amalgamation.
The amalgamated corporation (named "Savanna Energy Services Corp."), is a wholly-owned subsidiary of Total Energy. The Amalgamation constituted the subsequent acquisition transaction proposed by Total Energy to permit it to become the sole owner of Savanna. Savanna Shareholders other than Total Energy owned approximately 14% of the outstanding Savanna Shares as of the expiry of Total Energy's offer to purchase all of the outstanding Savanna Shares on April 27, 2017.
Daniel Halyk, President and CEO of Total Energy stated: "We are pleased with the exceptional support demonstrated by independent shareholders for the completion of this combination. With the acquisition of Savanna behind us, management can now focus on bringing our two companies together so as to achieve the efficiencies and economies of scale necessary to effectively compete in the marketplace. Thus far, I am encouraged by the positive attitude of employees of both Savanna and Total Energy, whose input and support will contribute to a stronger and more efficient organization that will benefit all stakeholders. We also welcome Savanna's Aboriginal partners and look forward to engaging with them to enhance these relationships."
Savanna Shareholders (other than Total Energy and Savanna Shareholders resident in certain U.S. states) have been issued 0.1300 of a common share of Total Energy (each whole share a "Total Share") and one redeemable preferred share of Total for each Savanna Share held prior to the Amalgamation. Immediately following the Amalgamation, each Preferred Share issued by Total Energy was automatically redeemed for $0.20 cash.
Following completion of the Amalgamation, there are approximately 46.2 million common shares of Total Energy issued and outstanding. The interest rate on Total Energy's recently announced $225 million revolving bank credit facilities is currently 3.45% Total Energy has utilized such credit facilities to fund the repayment by Savanna of $104.5 million (plus accrued and unpaid interest) that was owing to Alberta Investment Management Corp. The AIMCo Debt bore interest at the rate of 7.15% per annum plus an additional 2% per annum change of control penalty from the date Total Energy acquired control of Savanna to the date of repayment.
The Savanna Shares are expected to be delisted from the TSX effective immediately following the close of trading on June 20, 2017. In addition, Savanna has made an application to the Alberta Securities Commission, as principal regulator, and to the securities regulatory authorities in each of the other provinces in Canada in which it is a reporting issuer (or equivalent) for an order that Savanna cease to be a reporting issuer (or equivalent) under applicable securities laws.
Savanna Shareholders in the United States who either reside in the State of New York or who reside in the State of Utah and are not "exempt institutional investors" under the laws of the State of Utah (together, "Non-Exempt Shareholders") were not entitled to receive Total Shares or Preferred Shares under the Amalgamation. Arrangements have been made for Computershare Investor Services Inc. ("Computershare"), as depository under the Amalgamation and agent for the Non-Exempt Shareholders, to sell, or cause to be sold (through a broker in Canada and on the Toronto Stock Exchange), the Total Shares that a Non-Exempt Shareholder would otherwise be entitled to upon completion of the Amalgamation. After completion of such sales of Total Shares, Computershare will distribute the aggregate net proceeds of sale, after expenses, commissions and applicable withholding taxes, pro rata, among the Non-Exempt Shareholders, together with the aggregate Preferred Share redemption amount to which each Non-Exempt Shareholder is entitled. Computershare has been instructed to effect sales of Total Shares on behalf of Non-Exempt Shareholders as soon as practicable and in a manner intended to maximize the proceeds of sale and minimize any adverse impact on the market for the Total Shares.
Source: Savanna Energy Services Corp.
Date: Jun 20, 2017