JOINT PRESS RELEASE
FOR IMMEDIATE RELEASE
Calgary, Alberta, Canada, August 5, 1999
ALPINE OIL SERVICES CORPORATION TO ACQUIRE TECHCORP INDUSTRIES INC
Alpine Oil Services Corporation (“Alpine”) and Techcorp Industries Inc. (“Techcorp”) are pleased to announce that they have entered into an agreement whereby Alpine will offer one third of an Alpine common share for every one Techcorp common share. The offer will be conditional upon Alpine acquiring at least 66 2/3% of the Techcorp common shares.
Techcorp's board of directors, subject to receiving an independent valuation, have unanimously agreed to recommend acceptance of the offer. The board of directors of Techcorp hold in aggregate approximately 39 % of the outstanding common shares of Techcorp. The issued and outstanding share capital of Techcorp consists of approximately 15.3 million common shares.
The acquisition of Techcorp will be a strategic addition to Alpine's underbalanced drilling services and will further establish Alpine's position as a leader in integrated underbalanced drilling services and underbalanced drilling technology.
Techcorp is an oil and gas service company that designs and manufactures specialized proprietary oil tools used in the drilling and completion of oil and gas wells. Techcorp's current products are focused around underbalanced drilling and include Rotating Blowout Preventers, an Underbalanced Drilling Downhole Deployment Valve, an Electronic Gauge Carrier System and External Casing Packers.
Alpine Oil Services Corporation is an innovative, value-added energy services entity competing in the Canadian upstream oil and gas market. Alpine is the second largest provider of Underbalanced Drilling surface pressure control equipment, complete with rotating blowout preventers, and the largest provider of Real-Time Drill Stem Testing services, in North America. Alpine is the only company in North America that has developed and now offers a mechanical wireline-set and retrievable production telemetry tool. Internationally the Company is involved in the sale of its proprietary equipment into select markets. Alpine is a recognized leader in the research, development and application of innovative technologies related to the services it provides. Alpine uses this technological knowledge base to design and manufacture many of the downhole tools used in its services. To date, Alpine has developed and presently uses more than 65 types of proprietary tools and equipment in its three main service lines.
Goepel McDermid Inc. has been engaged to prepare an independent valuation of the Techcorp common shares, and opine on the fairness of the transaction to the holders of the common shares of Techcorp.
Alpine is listed on the Toronto Stock Exchange under the ticker symbol ASL.
Techcorp is listed on The Alberta Stock Exchange under the ticker symbol TCA.
For further information please contact:
Alpine Oil Services Corporation
Rodney Hauser, President
Ph: (403) 263-7800
Email: invest@alpineoil.com
or
Techcorp Industries Inc.
Arnold Wong, President
Ph: (403) 263-4474
Email: info@techcorp-industries.com
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