FMC Technologies, Inc. (FMC) (FTI) and Pure Energy Services Ltd. (Pure) (PSV) announced execution of a definitive acquisition agreement under which FMC will acquire Pure for C$11.00 per share in cash, or approximately C$282 million (US$285 million).
Based in Calgary, Pure is a leading provider of frac flowback services and an established wireline services provider operating in multiple field locations in both Canada and the United States. Pure employs approximately 1,300 employees. For the twelve months ended June 30, 2012, Pure generated C$282 million of revenue and C$59 million of EBITDAS, with the majority related to frac flowback services.
"Consistent with our strategy to grow shale related businesses, we are expanding into flowback services which complement the existing products and services of our Surface Technologies segment," said John Gremp, FMC's Chairman and CEO. "Pure is an industry leader, recognized for their safety and environmental stewardship and the quality of their services — values consistent with our own. By combining the products and services of both companies, we will provide an integrated well site solution which creates client value."
Kevin Delaney, Pure's Chairman and CEO, commented, "Since commencing operations in 2001, Pure has achieved significant growth. Today, we are a premier provider of flowback and wireline services in Canada and the United States. I am proud of the company and thank our loyal employees for their many years of service. We strongly support the transaction and are excited to join forces with FMC to accelerate growth while continuing to provide our customers with superior service in all of our service lines."
Under the terms of the acquisition agreement, the acquisition will be accomplished by way of a plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (Alberta). The proposed Arrangement is subject to certain conditions including, the approval by i) the holders of Pure shares and options representing at least two-thirds of votes cast in person or by proxy at the meeting of Pure shareholders to be held to approve the Arrangement; ii) the Court of Queen's Bench of Alberta; and iii) relevant regulatory authorities. Under the arrangement agreement, Pure has agreed that it will not solicit, initiate or participate in any discussions concerning any other acquisition proposals, subject to the ability of Pure to respond to superior proposals in certain circumstances.
The Pure securityholders' meeting to approve the Arrangement is currently expected to be held by mid-October 2012, and the closing of the Arrangement is currently anticipated to be completed in October 2012. An information circular in respect of the meeting is currently expected to be mailed to Pure shareholders and optionholders in September 2012. In the event the Arrangement is not completed before the close of business on October 31, 2012, being the record date for the dividend of $0.09 per share declared by Pure on August 9, 2012, the price per Pure Share under the Arrangement will be reduced by $0.09 per share. Pure is also immediately suspending the operation of its dividend reinvestment plan.
After receiving financial and legal advice, the Board of Directors of Pure unanimously approved the Arrangement and determined that the Arrangement is in the best interests of Pure shareholders. The Board unanimously supports the Arrangement and recommends that the Pure shareholders and optionholders vote in favor of the Arrangement. AltaCorp Capital Inc. has provided an opinion to the Board of Directors of Pure that, subject to certain assumptions, limitations and qualifications, the consideration to be received by holders of Pure Shares pursuant to the Arrangement is fair, from a financial point of view, to shareholders.
Each of the directors and officers of Pure, collectively holding approximately 18% of the issued and outstanding shares and options of Pure, have entered into agreements with FMC pursuant to which they have agreed to vote their Pure shares in favor of the Arrangement at the meeting of shareholders and optionholders.
AltaCorp Capital Inc. acted as financial advisor to Pure and Blake, Cassels & Graydon LLP served as Pure's legal counsel. Simmons & Company International acted as financial advisor to FMC, Stikeman Elliott LLP served as FMC's Canadian legal counsel, and Vinson & Elkins LLP served as FMC's U.S. legal counsel.