SERVICE SECTOR / Ensign Resource Service Group To Acquire Artisan
Corp.
ENSIGN RESOURCE SERVICE GROUP INC.
CALGARY, March 30 /CNW/ - Ensign Resource Service Group Inc. (''Ensign''
or the ''Corporation'') announces that it has entered into a merger agreement
with Artisan Corporation (''Artisan'') by which Artisan's and Ensign's
operations will be combined.
The merger agreement provides for the acquisition of all of the
approximately 14.7 million issued and outstanding common shares of Artisan,
including any common shares of Artisan issuable upon the exercise of ''in the
money'' options, at a price of $10.50 per common share. A portion of the
Artisan common shares will be acquired for cash, on the basis of one Artisan
common share for $10.50, subject to an aggregate and maximum cash payment of
$70 million. The remainder of the Artisan common shares will be exchanged on
the basis of one Artisan common share for 0.3415 Ensign common shares, subject
to an aggregate and maximum of 2.759 million Ensign common shares. Ensign
plans to finance the cash portion of the transaction with additional term debt
arranged through its current banker.
Ensign and Artisan expect to initiate the tender offer by mid April,
1998. The tender period will last 21 days unless extended by Ensign and is
subject to a number of conditions and receipt of normal regulatory approvals.
Pursuant to the merger agreement, a minimum of 66 2/3 % of the common shares
of Artisan must be tendered under the offer. Artisan shareholders holding
approximately 26% of the outstanding Artisan common shares have agreed with
Ensign to tender such common shares into the offer. The Board of Directors of
Artisan has unanimously approved the proposed merger with Ensign and is
recommending acceptance of the transaction to Artisan's shareholders. A
non-completion fee of $6 million is payable to Ensign in the event that a
subsequent take-over proposal for Artisan is completed with a party other than
Ensign.
The combination of the strong Artisan operations and personnel with the
current Ensign operations and personnel will strengthen the position of the
combined company as a major supplier of services to the oil and natural gas
industry. Upon completion of the merger, the Corporation will operate a
combined drilling fleet in Canada and the United States of 182 drilling rigs
and a fleet of 115 well servicing rigs in Canada. Further, the addition of 11
coiled tubing well servicing units and the operation of Opsco '92, a
manufacturer of specialty oilfield production equipment and a provider of
wireline, production testing and well optimization services, results in an
expansion to the Corporation of the number of oil and gas services it
provides.
The Corporation will continue to employ all Artisan employees currently
associated with existing operations. It is expected that the Artisan and
Ensign operations will complement each other, resulting in improved
efficiencies and better customer service. The Corporation is extremely pleased
that Mr. Howard W. Dixon, Artisan's President, has agreed to remain with the
Corporation for a period of time to ensure a smooth transition for Artisan's
operations and employees.
Selby Porter, President of Ensign, commented ''We are delighted to
welcome the Artisan employees to the Ensign Group. The combined resources of
these companies, in terms of both people and assets, will enable us to further
enhance our service to customers. With this merger, we will be able to offer
some new products and services, and provide even more breadth in the
availability and choice of drilling and service rigs to customers.''
Artisan President and Chief Executive Officer, Howard Dixon added that
''This is an excellent transaction for our shareholders and our employees. I
believe that these two companies have similar corporate cultures and share a
common commitment to quality and customer service. Our shareholders are
receiving a fair price and the opportunity to participate on an ongoing basis
in a dynamic company arising out of this merger. In addition, the
opportunities for the employees of Artisan from this merger are outstanding.''
Ensign Resource Service Group Inc. is an oilfield contractor involved in
oil and natural gas contract drilling and well servicing in Canada, and
contract drilling in the United States. |
