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Trican Agrees to Acquire i-Tec Well Solutions
By: Marketwired .
Dec. 21, 2012 06:20 PM
CALGARY, ALBERTA -- (Marketwire) -- 12/21/12 -- Trican (TSX:TCW) is pleased to announce that is has entered into an agreement to acquire i-Tec Well Solutions AS ("i-Tec"). i-Tec is a privately-owned company based in Norway that has developed a portfolio of field proven completion & intervention tool solutions. i-Tec operates in Norway, the United States and currently supports Trican's Completion Tool division in Canada.
i-Tec's current technology focus is on horizontal cemented liner completion systems, which we believe to be a growing market within the completion systems industry. The acquisition of i-Tec fits well with Trican's focus on being a technological leader and will strategically differentiates Trican in the horizontal multi-stage fracturing completion and intervention tool markets. The key management of i-Tec will remain with Trican and are committed to helping Trican become a premier provider of completion systems and tools.
Trican is a technological leader within the pressure pumping industry and this acquisition is consistent with our strategy to enhance and add to our service offering in high technology areas. i-Tec has designed and developed a portfolio of commercialized and technically differentiated completion and intervention solutions designed to meet the needs of its customers and maximize well production. In addition, i-Tec continues to research and rapidly develop the next generation of tools that will be used in the growing worldwide horizontal market. With a strong stand-alone completion and intervention tool business, i-Tec has the added benefit of complementing Trican's existing pressure pumping service lines. i-Tec's technology portfolio is well protected with a significant number of patents and patents pending.
Under the terms of the agreement, Trican will acquire all of the shares and discharge existing debt of Petro Tools Holding AS (the holding company for i-Tec and its subsidiaries) in exchange for initial cash consideration of US$30 million and 2.4 million Trican common shares. Cash consideration will be funded from existing bank facilities. In addition, Trican has agreed to pay deferred consideration of up to US$47.1 million subject to agreed upon financial targets for i-Tec for the year ended December 31, 2013. We expect this acquisition to be accretive in 2013 based on successful execution of the 2013 business plan. The transaction is expected to close before January 31, 2013.
TD Securities Inc. acted as exclusive financial advisor to Trican, while Evercore Partners and Alpha Corporate Finance acted as financial advisors to Petro Tools Holding AS on the transaction.
Headquartered in Calgary, Alberta, Trican has operations in Canada, the United States, Russia, Kazakhstan, Australia and North Africa. Trican provides a comprehensive array of specialized products, equipment and services that are used during the exploration and development of oil and gas reserves.
This document contains information that constitutes forward-looking information within the meaning of applicable securities legislation. This forward-looking information is identified by the use of terms and phrases such as "anticipate," "achieve", "achievable," "believe," "estimate," "expect," "intend", "plan", "planned", and other similar terms and phrases. This outlook and information speaks only as of the date of this document and we do not undertake to publicly update the forward-looking information contained in this document except in accordance with applicable securities laws. This forward-looking information includes:
-- The belief that horizontal cemented liner completion systems are a growing market within the completion systems industry; -- The belief that the acquisition of i-Tec fits well with Trican's focus on being a technological leader and strategically differentiates Trican in the horizontal multi-stage fracturing completion and intervention tool markets; -- The belief that Trican is a technological leader within the pressure pumping industry; -- The belief that the acquisition of i-Tec is consistent with our strategy to enhance and add to our service offerings in high technology area; -- The belief that the acquisition of i-Tec will complement Trican's existing pressure pumping service lines. -- The expectation that the acquisition of i-Tec will be accretive in 2013 based on successful execution of the 2013 business plan; -- The expectation that this transaction is expected to close before January 31, 2013.
Forward-looking information is based on current expectations, estimates, projections and assumptions, which we believe are reasonable but which may prove to be incorrect and therefore such forward-looking information should not be unduly relied upon. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: industry activity; the general stability of the economic and political environment; effect of market conditions on demand for the Company's products and services; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; the timing and costs of capital expenditures; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Company operates; and the ability of the Company to successfully market its products and services.
Forward-looking information is subject to a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include: fluctuating prices for crude oil and natural gas; changes in drilling activity; general global economic, political and business conditions; weather conditions; regulatory changes; the successful exploitation and integration of technology; customer acceptance of technology; success in obtaining issued patents; the potential development of competing technologies by market competitors; and availability of products, qualified personnel, manufacturing capacity and raw materials. In addition, actual results could differ materially from those anticipated in the forward-looking information and financial outlook provided herein as a result of the risk factors set forth under the section entitled "Risk Factors" in our Annual Information Form dated March 22, 2012.
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