PRESS RELEASE FROM FRACMASTER
Not a word about Balm!
Friday April 30, 9:35 pm Eastern Time
Company Press Release
SOURCE: Fracmaster Ltd.
Fracmaster Ltd. - Extension of the March 18, 1999
Order and Stay of Proceedings to May 14, 1999
CALGARY, April 30 /CNW-PRN/ - On April 27, 1999 Fracmaster Ltd. (''the
Corporation'') announced, with support from the Banking Syndicate, that UTI, in partnership with REMY Capital Partners III,
L.P. submitted the bid that offered the highest value for the Corporation. This proposal was subject to regulatory and Court
approvals. The Corporation applied to the Court of Queen's Bench today to approve the UTI/REMY proposal and authorize
the Corporation to close the transaction.
Today, the court application of the Court of Queen's Bench of Alberta was heard in respect of the UTI/REMY proposal.
The Court extended the Order and Stay of Proceedings to May 14, 1999. The Corporation expects the Court to rule on the
acceptability of the UTI/REMY proposal or any other competing proposal on that date.
Background
----------
On or about September 22, 1998, in cooperation with a sale process
initiated by Mr. Alfred Balm, the Board of Directors of the Corporation,
appointed a special committee and appointed Credit Suisse First Boston
Corporation and Newcrest Capital, as financial advisors to the Corporation
(the ''Financial Advisors'').
On or about October 20, 1998, the Financial Advisors reported to the Special Committee, that approximately 35 potential
buyers had been identified and contacted. The potential buyers included 18 substantial corporations involved in the oil and gas
service and drilling business as well as 17 financial institutions. 17 of the parties contacted, had expressed interest and were
requested to execute confidentiality agreements. 12 parties executed confidentiality agreements and received an offering
memorandum containing detailed information about the Corporation and its operations. These parties were requested to provide
the Corporation with an expression of interest on or before November 20, 1998. Three parties responded.
The Corporation prepared a data room. The Corporation invited those parties who had expressed an interest in proceeding
further to review the information in the data room. These parties were requested to provide binding offers to purchase the
shares of the Corporation on or before January 14, 1999. On that date, the Corporation received one conditional offer and one
continued expression of interest.
Subsequent to January 14th, the Corporation continued negotiations with the two parties referred to in the preceding paragraph
and re-opened discussions with the third interested party, however, subsequent negotiations failed to result in a binding offer to
purchase. As no other party expressed any interest in acquiring the shares of the Corporation, the Corporation issued a Press
Release on March 9, 1999 announcing that it was terminating the share sale process.
Immediately after the share sale process terminated, the Corporation met with the Royal Bank of Canada and Royal Bank of
Canada, as agent for Royal Bank of Canada, Canadian Imperial Bank of Commerce, Bank of Nova Scotia, Hongkong Bank of
Canada, Banque Nationale De Paris (Canada) and Credit Suisse First Boston Canada (the ''Syndicate'') to discuss
restructuring the Corporation's debt. The representatives of the Syndicate declined to entertain such discussions. On March 18,
1999, the Corporation made application and was granted an Order under the Companies' Creditors Arrangement Act
(''CCAA''), staying all actions against the Corporation for a period of thirty (30) days, which Order was subsequently extended
to April 30, 1999.
Between March 18, 1999 and April 27, 1999 the Corporation solicited and received a wide variety of proposals to address
various aspects of the Corporation's situation. The Corporation's objective throughout the sales process was to find a solution, if
possible, which would benefit its shareholders, employees, and secured and unsecured creditors.
The Corporation accommodated requests to interview management, review financial and other confidential material, and to visit
the Corporation's operating locations. Interested parties submitted their proposals to the Corporation by Monday, April 19,
1999.
On April 19, 1999 the Corporation received five proposals, one of which was a proposal from UTI Energy Corp. (''UTI'').
The proposals were evaluated by the Corporation's management and Board of Directors. The proposals together with the
Corporation's evaluation were provided to Arthur Andersen Inc. (the Court appointed Monitor) and the Syndicate of Banks
who held a first charge security interest over the assets of the Corporation.
Fracmaster Ltd. is an international oil and gas service company that is listed on the New York Stock Exchange and the Toronto
Stock Exchange and trades under the symbol ''FMA''. For further information on the Company, please visit our website at
fracmaster.com.
SOURCE: Fracmaster Ltd.
More Quotes and News:
Fracmaster Ltd (NYSE:FMA - news; Toronto:FMA.TO - news)
Related News Categories: oil/energy
Help |
