Trinidad Drilling Ltd. today announced that the respective boards of directors for Trinidad and Precision Drilling Corporation have unanimously agreed to a strategic combination of the two companies, creating an industry-leading contract driller.
The combined entity will be one of the largest North American land drillers with 348 rigs, operating a high quality fleet in the key North American basins, with an expanded international footprint.
Under the terms of the combination, Precision is offering 0.445 of a Precision Share for each of the issued and outstanding common shares of Trinidad. Based on Precision's 30-day volume-weighted average share price of $4.73 on the TSX for the period ending October 4, 2018, the exchange ratio translates to $2.11 per Trinidad Share, representing:
- a premium of 25% to the all-cash $1.68 per share hostile take-over offer from Ensign Energy Services Inc. launched on August 30, 2018;
- a premium of 17% to Trinidad's 30-day volume-weighted average share price of $1.81 for the period ending October 4, 2018; and
- a premium of 14% to the closing price of Trinidad Shares of $1.84 on October 4, 2018.
Total consideration for Trinidad is approximately $1,028 million, comprised of approximately $540 million in Precision Shares plus the assumption by Precision of $477 million in Trinidad debt. The combined entity will have an enterprise value of approximately $4.0 billion and operate under the Precision name.
"This combination of two high-quality drilling contractors creates the third largest drilling contractor in the robust US market and provides a significant international growth platform," said Brent Conway, Trinidad's President and Chief Executive Officer. "Our combined operations will provide our customers with a broader selection of equipment, while also maintaining the high performance level and strong safety record on which Trinidad has built its reputation. Our shareholders will also benefit from improved liquidity and future upside, as the combined entity generates significant synergies and participates in improving market conditions."
Added Mr. Conway, "This combination comes after a comprehensive process to review all available alternatives and to maximize value for our shareholders. Several parties participated in this process and Trinidad's Board of Directors concluded that this combination currently represents the best alternative for our shareholders and provides them with the highest value."