Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: jrhana who wrote (1639)	2/22/2008 10:43:20 AM
From: jrhana	Respond to of 3862

And here is the new release announcing the formal agreement: Energy Services Enters into a Definitive Merger Agreement to Acquire C.J. Hughes Construction Company, Inc. Friday February 22, 8:50 am ET Energy Services Announces the Termination of the Stock Purchase Agreement with GasSearch Corporation and GasSearch Drilling Services Corporation. biz.yahoo.com HUNTINGTON, W.Va., Feb. 22 /PRNewswire-FirstCall/ -- Energy Services Acquisition Corp. (Amex: ESA - News, ESA-U - News, ESA-W - News; "Energy Services") announced today that the Stock Purchase Agreement with GasSearch Corporation and GasSearch Drilling Services Corporation has been terminated. Energy Services also announced today that it has entered into an Agreement and Plan of Merger to acquire C.J. Hughes Construction Company, Inc. headquartered in Huntington, West Virginia. C.J. Hughes may be considered an affiliate of Energy Services since Marshall T. Reynolds and Neal Scaggs are shareholders, and Edsel R. Burns is the president and a shareholder of C.J. Hughes Construction Company. Mr. Reynolds is the Chairman of the Board, Chief Executive Officer and Secretary of Energy Services. Mr. Scaggs and Mr. Burns are directors of Energy Services. C.J. Hughes is primarily engaged in the construction, replacement and repair of natural gas pipelines for utility companies and private natural gas companies. To a lesser extent, C.J. Hughes is engaged in the installation of water and sewer lines. The Agreement and Plan of Merger calls for the shareholders of C.J. Hughes Construction Company to receive $36,896 in cash and 6,434.7 shares of Energy Services common stock for each share of C.J. Hughes stock held. The total Merger consideration will be approximately 50% cash and 50% common stock with a total value of $34.0 million as of the date of the agreement. Under certain circumstances the number of shares to be issued may be increased in order to ensure that at least 40% of the value to be paid to C.J. Hughes shareholders is in common stock. The closing of the C.J. Hughes Acquisition is subject to various closing conditions, including the acquisition of another business or businesses, such that the total value of the businesses acquired have an aggregate fair value of 80% of Energy Services net assets, as defined in its initial public offering. In addition, the closing of the acquisition is further conditioned on holders of less than 20% of the shares of Energy Services common stock voting against the transaction and electing to convert their Energy Services common stock into cash from the trust fund established in connection with Energy Services initial public offering. Marshall T. Reynolds, Chairman of the Board of Energy Services, stated, "We believe that with the combined strengths of C.J. Hughes along with those of the previously announced transaction with S.T. Pipeline, Energy Services will be well positioned to pursue the growth possibilities that exist within the energy services industry today." About C.J. Hughes Based in Huntington, West Virginia, C.J. Hughes was founded in 1946. The company is engaged in servicing the oil and gas industry primarily through the installation and repairs of pipelines, as well as other ancillary work associated with serving the energy industry. Through its wholly owned subsidiary Nitro Electric, C.J. Hughes is involved in providing electrical services to industrial and commercial customers. About Energy Services Corp. Based in Huntington, West Virginia, Energy Services is a publicly traded, special purpose acquisition company ("SPAC") formed to invest in or acquire companies in the energy services industry. Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are based on current expectations and projections about future events and no party assumes an obligation to update any such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Energy Services, S.T. Pipeline or C.J. Hughes that may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. -------------------------------------------------------------------------------- Source: Energy Services Acquisition Corp.

To: jrhana who wrote (1639)	3/19/2008 6:33:52 PM
From: jrhana	Read Replies (1) \| Respond to of 3862

I received via email a long ESA SEC document which apparently is the Proxy document secinfo.com from page 21: <The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements included elsewhere in this proxy statement. The unaudited pro forma condensed consolidated balance sheet information combines the historical unaudited balance sheets of Energy Services and the audited balance sheets of ST Pipeline and C.J. Hughes as of December 31, 2007, giving effect to the transactions described in each of the Merger Agreements as if they had occurred on December 31, 2007. The unaudited pro forma condensed consolidated statements of income combine (i) the historical statement of income of Energy Services for the year ended September 30, 2007 and the statements of income for each of ST Pipeline and C.J. Hughes for the year ended December 31, 2007 and (ii) the historical statements of income of Energy Services, ST Pipeline and C.J. Hughes for the three months ended December 31, 2007, giving effect to the transactions as described in the Merger Agreements as if they had occurred at the beginning of the respective periods. The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma income statements, have a recurring impact. The purchase price allocation has not been finalized and is subject to change based upon recording of actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangible and intangible assets of the acquired ST Pipeline and C.J. Hughes businesses. The unaudited pro forma condensed consolidated balance sheet information at December 31, 2007 and unaudited pro forma condensed consolidated statement of income information for the three months ended December 31, 2007 and the year ended September 30, 2007 have been prepared, using two different levels of approval of the transaction by the Energy Services stockholders, as follows: • Assuming No Redemption: This presentation assumes that none of the Energy Services stockholders exercise their redemption rights; and • Assuming Maximum Redemption: This presentation assumes that 19.9% of the Energy Services stockholders exercise their redemption rights. Energy Services is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.>