Savanna Reiterates Support for Acquisition of Savanna By Western Energy Services Corp and Rejection of the Inferior Total Offer
CALGARY, March 17, 2017 – Savanna Energy Services Corp. (“Savanna”) (TSX–SVY) today reiterates the unanimous support of the special committee (the “Special Committee”) of the board of directors of Savanna (the “Savanna Board”) and the Savanna Board of the acquisition of all of the issued and outstanding common shares of Savanna (the “Savanna Shares”) by Western Energy Services Corp. (“Western”) on the basis of 0.85 of a common share of Western (the “Western Shares”) and $0.21 in cash per Savanna Share (the “Western Offer”).
UNANIMOUS RECOMMENDATION OF THE SUPERIOR WESTERN OFFER BY THE SAVANNA BOARD
Based upon verbal fairness opinions from Peters & Co. Limited and Cormark Securities Inc. and after consulting with its financial and legal advisors, the Special Committee and the Savanna Board have unanimously determined that the Western Offer is fair to the Savanna shareholders and is in the best interests of Savanna and its shareholders. The Savanna Board unanimously recommends that Savanna shareholders vote in favour of the Western Offer.
Shareholders are encouraged to review Savanna’s news releases dated March 9, 2017, March 13, 2017 and March 15, 2017, for a summary of the benefits of the Western Offer to Savanna shareholders.
REJECTION OF THE INFERIOR TOTAL OFFER
The Savanna Board, on the recommendation of the Special Committee, has unanimously determined that Savanna shareholders should continue to reject the offer from Total Energy Services Inc. (“Total”) to purchase all of the Savanna Shares on the basis of 0.13 common shares of Total and $0.20 in cash for each Savanna Share (the “Total Offer”). Savanna shareholders are urged not to tender their Savanna Shares to the Total Offer. If you have already tendered your Savanna Shares to the Total Offer, you can withdraw your Savanna Shares by contacting your broker or D.F. King, North American Toll Free at 1-800-622-1678 or via email at firstname.lastname@example.org.
Total Soft Support Agreements
Pursuant to the lock-up agreements, the locked-up shareholders are required to support the Total Offer for a period of seven days following Western’s increased offer announced March 15, 2017. If Total has not publicly announced its intention to amend the terms of its offer to match or exceed the consideration to be received by Savanna shareholders under the Western Offer and the locked-up shareholders determine the Western Offer is more favourable to the Total Offer, the lock-ups can still be terminated.
Significant Risks to Waiver of Minimum Condition
On March 13, 2017, Total filed a notice of variation (the “Notice of Variation”) pursuant to which it waived the minimum tender condition of the Total Offer such that the Total Offer will require only the tender of more than 50% of the outstanding Savanna Shares (excluding those owned by Total or any person acting jointly or in concert with Total). The waiver of the minimum condition introduces significant risks to Savanna’s stability and ongoing operations, and to shareholder value and to the resulting position of Savanna shareholders. It also casts significant doubt on the ability of Total to immediately deliver what it purports to be able to contribute to Savanna.
If Total acquires 50.1% of the outstanding Savanna Shares, and notwithstanding that Total will not have acquired 100% of the Savanna Shares, Savanna will be required to make an offer to acquire all of its outstanding senior notes at 101% of the principal amount thereof, plus the accrued and unpaid interest, as a result of the change of control occurring from the acquisition of 50.1% of the Savanna Shares pursuant to the Total Offer. In addition, the acquisition by Total will constitute a change of control under Savanna’s credit facilities and second lien credit agreement with Alberta Investment Management Corporation (“AIMCo”), such that if consent to the change of control is not obtained, the full amount owing to the lenders thereunder will become due and payable with Savanna having to refinance the same in a circumstance where Savanna could be a public company with shareholders other than Total at the time and not be wholly owned by Total. At that time, Savanna may be in a severely precarious position, as will be the shareholders of Total and Savanna. As Total has highlighted in the Notice of Variation, this creates significant risks to both Total and Savanna shareholders.
Potential for Significant Debt Refinancing Challenges
Total has not disclosed to Savanna shareholders how it intends to refinance the Savanna debt that may become due and payable upon a change of control. The Savanna Board considered available alternatives when entering into the AIMCo financing and believes it will be extremely difficult for Savanna to refinance the credit facilities and the AIMCo second lien amount and to finance the purchase of the senior notes. Further, such financing may be significantly more difficult if Savanna is a non-wholly owned subsidiary of Total at the time.
Total confirmed in its notice of change and notice of variation dated March 1, 2017 that it had not entered into any definitive commitments with respect to financing to replace the AIMCo financing that may become due and payable or to finance the acquisition of Savanna’s senior notes and noted that there can be no assurance that such financing will be available on terms acceptable to Total. In addition, if Savanna is still a public company not wholly-owned by Total, such refinancing will be required to be completed by Savanna.
Western Balance Sheet Well Positioned
As industry participants are aware, 2016 was the most challenging year in recent decades for oilfield services companies. Dan Halyk, Total’s chief executive officer, acknowledged this fact in his remarks during Total’s 2016 fourth quarter conference call: “Total Energy’s results for 2016 reflect the most challenging industry conditions faced by the company in our 20-year history.”
In characterizing the indebtedness of Western based on 2016 financial information, Total is misleading shareholders of Savanna and Western by ignoring the fact that capital markets are forward looking and that security prices are established based on the expectations that prospective investors have for the future. The fact that Western’s senior unsecured notes due 2019 are currently trading at 99% of par value is a clear indication that prospective investors are not anchoring on the 2016 financial information that Total is suggesting should be the basis for decision making.
Customers and Former Savanna Personnel
Savanna has had feedback regarding both the Total Offer and the Western Offer from former directors and officers who have indicated to Savanna that they are supportive of consolidation within the industry and are also supportive of the transaction that brings the shareholders the highest price and potential for creation of long-term value. The Western Offer clearly brings Savanna shareholders the highest price and potential for creation of long-term value. As indicated by Total, of course our employees are concerned about the future of their company. They have been unnecessarily put through an extended period of uncertainty because of Total’s hostile and opportunistic behavior and are looking forward to having closure and certainty in the process. We thank and appreciate all of our employees who have remained focused on performing their duties in a safe and professional manner during this time of uncertainty.
Notwithstanding Total’s insinuations to the contrary, Savanna has not heard any concerns from its customers regarding the Western Offer, including with respect to the financial stability of a combined Savanna and Western.
Savanna is continuing to review all of its legal avenues with respect to the Total Offer.
Peters & Co. Limited is acting as financial advisor to Savanna in respect of the Western Offer and has provided the Savanna Board with its verbal opinion that, subject to certain customary assumptions, qualifications and limitations, the consideration to be received by holders of Savanna Shares pursuant to the terms of the Western Offer is fair, from a financial point of view, to the holders of Savanna Shares.
Cormark Securities Inc. has provided the Savanna Board with its verbal opinion that, subject to certain customary assumptions, qualifications and limitations, the consideration to be received by holders of Savanna Shares pursuant to the terms of the Western Offer is fair, from a financial point of view, to the holders of Savanna Shares.
Savanna is a leading contract drilling and oilfield services company operating in North America and Australia providing a broad range of drilling, well servicing and related services with a focus on fit for purpose technologies and industry-leading Aboriginal relationships.
Savanna Energy Services Corp.
President and Chief Executive Officer
Telephone: (403) 267-6728
Savanna Energy Services Corp.
Executive Vice President and Chief Financial Officer
Telephone: (403) 214-5959
Longview Communications Inc.
Telephone: (604) 694-6037
D.F. King Canada
Telephone (Toll Free): 1-800-622-1678