On September 7, 2006, JK Acquisition, which raised $71 million when it completed its IPO on April 11, 2006, announced that it had reached an agreement to acquire Multi-Shot, LLC:
JK Acquisition Corp. Enters into Agreement and Plan of Merger with Multi-Shot, LLC
Thursday September 7, 7:45 am ET
HOUSTON--(BUSINESS WIRE)--Sept. 7, 2006--JK Acquisition Corp. (AMEX: JKA - News, JKA-U - News, JKA-WS - News) announced today it has entered into a definitive agreement pursuant to which it will merge with privately held Multi-Shot, LLC, a leading independent directional drilling services company with an established presence in most major producing onshore oil and gas basins in the United States. Following the consummation of the merger, JK Acquisition Corp. will change its name to MS Energy Services, Inc.
The Transaction
JK Acquisition Corp. will combine with Multi-Shot, LLC through the merger of Multi-Shot, LLC with and into Multi-Shot, Inc., a wholly-owned subsidiary of JK Acquisition Corp. Under the terms of the Agreement and Plan of Merger, JK Acquisition Corp. will also assume approximately $13.5 million of third-party indebtedness of Multi-Shot, LLC. Upon the consummation of the merger, JK Acquisition Corp. anticipates the members of Multi-Shot, LLC will own approximately 21% of the outstanding shares of common stock of JK Acquisition Corp. (assuming no JK Acquisition Corp. shareholders elect to convert their shares to cash).
Closing of the merger is subject to various conditions, including the approval of the Agreement and Plan of Merger by the stockholders of JK Acquisition Corp. and the members of Multi-Shot, LLC. The majority of the shares voted by JK Acquisition Corp. stockholders must be voted in favor of the proposed merger for the transaction to be approved. In addition, the closing is conditioned on holders of not more than 20% of the shares of JK Acquisition Corp. voting against the merger and electing to convert their JK Acquisition Corp. shares into cash.
Upon consummation of the merger, the current management team of Multi-Shot, LLC will be responsible for managing the operations of MS Energy Services, Inc. and Multi-Shot, Inc., with Mr. Allen Neel serving as President and CEO. JK Acquisition Corp. CEO and Chairman, James P. Wilson, will become Chairman of MS Energy Services, Inc. and Multi-Shot, Inc. The Board of Directors of MS Energy Services, Inc. and Multi-Shot, Inc. will have representation from both JK Acquisition Corp. and Multi-Shot, LLC.
Mr. Wilson, the Chairman and Chief Executive Officer of JK Acquisition Corp., stated, "We are extremely excited about our merger with Multi-Shot, as the company is one of the leading independent directional drilling service companies in the U.S. Multi-Shot's customers include large, U.S. independent exploration and production companies, and, equally as important, the company operates in most major onshore oil and gas basins in the U.S. Each member of the management team of Multi-Shot is a seasoned professional with numerous years of experience in this industry and at Multi-Shot. Furthermore, the company has a growth strategy which we believe management will successfully execute."
Mr. Allen Neel, President of Multi-Shot, LLC added, "This merger is a milestone event for Multi-Shot, as it will allow the company to pursue its growth strategy by providing access to public capital. Consequently, the company will be better positioned to continue increasing operating capacity."
Additional information about the transaction and Multi-Shot, LLC can be found in JK Acquisition Corp.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2006.
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