Tue, 06/11/2012 - 10:22
Sidewinder Drilling, a Houston-based land drilling company controlled by private equity firm Avista Capital Partners, is to acquire Union Drilling.
Sidewinder’s wholly-owned subsidiary, Fastball Acquisition, is to acquire all outstanding shares of common stock of Union Drilling for USD6.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, as of the expiration of the tender offer.
The tender offer expired at 12:00 Midnight on 2 November 2012.
The depositary for the tender offer has advised that, as of the offer's expiration, 16,405,502 shares of common stock of Union Drilling had been validly tendered and not properly withdrawn pursuant to the tender offer, including 176,042 shares tendered through notices of guaranteed delivery, which represent approximately 76.67 per cent of the outstanding shares of Union Drilling on a fully diluted basis.
These tendered shares, when combined with shares to be contributed to Fastball pursuant to certain contribution, non-tender and support agreements, represent approximately 91.78 per cent of the outstanding shares of Union Drilling on a fully diluted basis.
Fastball intends to promptly move forward with a "short-form" merger under Delaware law and Fastball will merge with and into Union Drilling, with Union Drilling continuing as the surviving corporation in the merger as a direct, wholly-owned subsidiary of Sidewinder. The merger is expected to be completed on or about 5 November.
In the merger, each share of common stock of Union Drilling outstanding immediately prior to the effective time of the merger (excluding shares held (i) by Union Drilling as treasury stock or held by Sidewinder or Fastball and (ii) by stockholders who validly demand appraisal rights under Delaware law with respect to such shares) will be cancelled and converted into the right to receive the same USD6.50 per share in cash paid in the tender offer, without interest thereon and less any applicable withholding taxes.
Following the merger, Union Drilling's common stock will cease to be traded on The Nasdaq Global Select Market.
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