Ensign Energy Services has announced a takeover offer for all issued and outstanding common shares of Trinidad Drilling through a wholly owned subsidiary for $947m.
The transaction value includes Trinidad’s estimated outstanding net debt of $477m as of 30 June.
Following Trinidad’s announcement on 1 August of the unsuccessful conclusion of its comprehensive public strategic review process, Ensign approached the former’s board of directors with a proposal to enter talks with regard to a fully funded all-cash transaction.
The deal will provide an opportunity to Trinidad shareholders to realise an immediate premium and liquidity for the Trinidad common shares at a compelling value.
Ensign noted that the company’s offer represents a 20% premium to the volume weighted average price of the common shares of Trinidad.
The company further added that the offer is not subject to a financing condition.
On a firm and committed basis, Ensign has secured all of the financing required to fund the entire consideration payable for the common shares and, to refinance existing Trinidad debt, as well as Ensign debt that may be required to be refinanced as part of the deal.
BMO Capital Markets will provide a fully committed financing in connection with the offer.
The offer, which will be made for all of the issued and outstanding common shares of Trinidad, will be subject to customary conditions, including, without limitation, the deposit under the offer of common shares representing at least 66-2/3% of outstanding common shares.
Additionally, it will be subject to receipt of all necessary governmental, regulatory and third-party approvals and waiver of the Trinidad shareholder rights plan.
