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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: Kerm Yerman who wrote (9813)	3/30/1998 8:38:00 PM
From: Kerm Yerman	Read Replies (1) \| Respond to of 15196

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.

To: Kerm Yerman who wrote (9813)	3/30/1998 8:42:00 PM
From: Kerm Yerman	Read Replies (2) \| Respond to of 15196

SERVICE SECTOR / Artisan Releases Details Of Merger With Ensign Resource Service Group ARTISAN CORPORATION CALGARY, Alta., March 30 /CNW/ - Artisan Corporation and Ensign Resource Service Group Inc. today released details of a proposal to merge the assets and operations of both companies. The resulting company will have the second largest drilling rig fleet and the third largest service rig fleet in Canada. The combined company will have a total of 182 drilling rigs, in Canada and the United States, and 115 service rigs in Canada after the completion of the merger. The merger will be realized through the exchange of cash and Ensign common shares for Artisan common shares. Ensign will offer to acquire all of the issued and outstanding Artisan common shares for $10.50 cash, or 0.3415 Ensign common shares for each Artisan common share, or a combination of cash and Ensign common shares. The terms of the merger require the aggregate amount of the cash payable to be $70 million and the aggregate number of Ensign common shares to be issued to be approximately 2.759 million Ensign shares. This price represents a 17.1% premium to the 20 day weighted average trading price of the Artisan shares prior to the date of the announcement of the merger. If all Artisan shares are tendered, the equity value of the merger will be approximately $155 million. The merged company will be extraordinarily well positioned to compete in the oilfield services industry in Western Canada and will continue to have operations in the United States. In addition to its drilling and well servicing businesses, the merged company will also have operations in the coil tubing, slickline wireline, production testing and well optimization businesses, and in the manufacturing of oil and gas processing equipment. The merged company will have an equity market capitalization of approximately $725 million, long term indebtedness of approximately $100 million and working capital of approximately $50 million, after giving effect to the payment of the cash amount under the merger. It is anticipated that the merger will provide for increased liquidity for the shareholders of both companies. The merger has the unanimous support of the Board of Directors of each of Artisan and Ensign. The offer will be conditional on 66 2/3% of the Artisan shares being tendered and the receipt of all necessary regulatory approvals. Artisan has agreed to pay Ensign a non-completion fee of $6 million in certain circumstances. Artisan has agreed not to solicit other proposals or offers. The Board of Directors of Artisan is entitled to consider financially superior proposals for Artisan and its shareholders. Artisan has agreed not to accept a superior proposal if Ensign elects to amend the merger terms, within four business days following notice to Ensign of the terms of such superior proposal, to provide equal or higher value than that provided by the superior proposal. Certain directors of Artisan owning approximately 26% of the Artisan shares have agreed to tender and not withdraw their shares under the merger, unless a superior proposal is made, or in certain other circumstances where the merger agreement is terminated. Artisan President and Chief Executive Officer, Howard Dixon said ''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.'' The offer will be mailed as soon as possible but in any event before April 17, 1998 and will be open for acceptance for a 21 day period. 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.'' Peters & Co. Limited is acting as financial advisor to Artisan Corporation in this transaction.

To: Kerm Yerman who wrote (9813)	3/30/1998 8:46:00 PM
From: Kerm Yerman	Read Replies (2) \| Respond to of 15196

CORP. / Chairman Of Mercantile International Petroleum Increases Shareholdings In Company CHAIRMAN INCREASES HIS POSITION IN COMMON SHARES OF MERCANTILE INTERNATIONAL PETROLEUM INC. NASSAU, Bahamas, March 30 /CNW/ - Jeffrey M. Waterous, Chairman of Mercantile International Petroleum Inc. announced the purchase of 1,594,500 common shares of Mercantile on The Toronto Stock Exchange. Together with his previous holdings of common shares, and assuming the exercise of his warrants and options, Mr. Waterous would hold 6,737,355 common shares (approximately 14.91%) of the then outstanding common shares of Mercantile, assuming no other options or warrants were exercised. Mr. Waterous now holds 4,058,785 shares of Mercantile which is 9.56% of the currently outstanding 42,521,442 shares of Mercantile. Mr. Waterous was quoted as saying ''I have never sold a single share, or exercised a single warrant or option in Mercantile. In fact, I have been adding to the original position. For further clarification, the previously announced increase in share ownership resulted from the use of funds that Mercantile set aside to honour previous agreements made by its board in satisfaction of the cancellation of existing rights to acquire interests alongside Mercantile's future acquisitions, and extra time spent on behalf of the company beyond obligations under retainer agreements, and was not a result of a cash bonus. The most recent increase in share ownership as disclosed in this press release is outside of the corporate funding arrangement referred to above. I have always, and remain, confident in the future of the company.'' Mr. Waterous may acquire additional securities of Mercantile in the market at any time. Mercantile is an ''oil exploitation company'' with interests in Peru, Colombia and Myanmar. The company continues to look for international on-shore properties where the application of leading edge technologies will allow the company to recover more oil. Mercantile's common shares are listed on the Toronto Stock Exchange and traded under the symbol MPT.U., while its debentures are listed on the Winnipeg Stock Exchange.