OMNI Announces Expiration of "Go Shop" Provision of Merger Agreement With Wellspring
2010年7月16日 - 7:00PM
OMNI Energy Services Corp. (Nasdaq:OMNI)
today announced the expiration at 12:01 a.m. (EDT) on July 16,
2010, of the "go shop" period provided for in the previously
disclosed Agreement and Plan of Merger dated June 3, 2010 (the
"Merger Agreement") by and among the Company, Wellspring OMNI
Holdings Corporation, a Delaware corporation ("Parent"), and
Wellspring OMNI Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Sub"), providing for the merger
of Sub with and into the Company, with the Company surviving the
merger as a subsidiary of Parent.
After soliciting 97 identified possible purchasers in accordance
with the "go shop" provisions of the Merger Agreement, the Company
did not receive any acquisition proposals. Under the terms of the
Merger Agreement, the Company is no longer permitted to initiate or
solicit further proposals or continue negotiations or discussions
regarding an acquisition proposal. Under certain circumstances,
however, subject to the specific terms and restrictions of the
merger agreement, the Company may participate in discussions and
negotiations with a third party if the Company receives an
unsolicited acquisition proposal from such third party that the
Company determines in good faith, after consultation with its
financial advisors and outside counsel, constitutes or could
reasonably be expected to constitute a superior proposal.
Further, the Company provides the status of pending litigation
related to the merger transaction. In addition to six previously
disclosed pending state court actions in Louisiana, a similar
action claiming violation of federal securities laws was brought in
federal court in Lafayette, Louisiana. The Company has filed the
appropriate motion in the state proceedings to consolidate the
state actions and to stay all such actions pending the federal
court's consideration of the federal suit. The Company and its
directors believe all the actions are without merit and intend to
vigorously defend against them.
About OMNI Energy Services Corp.
Headquartered in Carencro, LA, OMNI Energy Services Corp. offers
a broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and to oil and
gas companies operating primarily in the Gulf of Mexico. OMNI
provides its services through three business segments: Seismic
Services (including drilling, survey and permitting services),
Environmental and Other Services, and Equipment Leasing. OMNI's
services play a significant role with geophysical companies who
have operations in marsh, swamp, shallow water and the U.S. Gulf
Coast also called transition zones and contiguous dry land areas
also called highland zones.
Safe Harbor Regarding
Forward-Looking Statements
Forward-looking statements in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainties
associated with the non-compliance with NASDAQ listing requirements
and the possible delisting of OMNI's securities, the ability of the
Audit Committee of the Board of Directors of OMNI, with the
assistance of management, to timely complete its internal review
related to OMNI's accounting for subordinated promissory notes in
connection with certain acquisitions which occurred in prior
periods, impact of the current economic climate,, the efficacy of
I.M.P.A.C.T. ™ cleaning technology and receipt of its patent, the
timely conversion of seismic drilling backlog into revenue, the
acceptance and use of OMNI's environmental cleaning services,
OMNI's dependence on activity in the oil and gas industry, labor
shortages, permit delays, dependence on significant customers,
seasonality and weather risks, competition, technological
evolution, the ultimate outcome of pending litigation, the
continued growth of our environmental and other services and
equipment leasing business segments, and other risks detailed in
OMNI's filings with the Securities and Exchange Commission (the
"SEC"). In addition, there are a number of important factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements including, but
not limited to, the ability of OMNI to obtain shareholder approval
of the merger, the possibility that the merger will not close or
that the closing will be delayed, the merger transaction could
involve unexpected costs, liabilities or delays, OMNI's business
could suffer as a result of uncertainty, if any, surrounding the
merger transaction, contractual restrictions on the conduct of
OMNI's business set forth in the merger agreement, the potential
loss of key personnel, the outcome of, or expenses associated with,
any litigation which may arise in connection with the merger
transaction. OMNI disclaims any intention or obligation to update
any forward-looking statements as a result of developments
occurring after the date of this release.
Important Additional Information Will be Filed With the
SEC
This communication is not a solicitation of a proxy from any
security holder of OMNI. In connection with the proposed
transactions contemplated by the Merger Agreement OMNI has filed a
preliminary proxy statement and Schedule 13E-3 and OMNI intends to
file with the SEC and mail to its shareholders a definitive proxy
statement and Schedule 13E-3. OMNI SHAREHOLDERS ARE ENCOURAGED
TO READ THE PROXY STATEMENT AND SCHEDULE 13E-3 AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the Proxy Statement, the Schedule 13E-3 and other
documents filed with the SEC by OMNI (when available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of such documents from OMNI by contacting OMNI Energy Services
Corp., 4500 N.E. Evangeline Thruway, Carencro, LA 70520, Attn:
Corporate Secretary, telephone 337-896-6664.
OMNI and its directors and officers may be deemed to be
participants in the solicitation of proxies with respect to the
transactions contemplated by the merger agreement. Information
regarding OMNI's directors and executive officers is contained in
OMNI's Annual Report on Form 10-K for the year ended
December 31, 2009 and its proxy statement dated April 30,
2010, each of which is filed with the SEC. You can obtain free
copies of these documents from OMNI using the contact information
set forth above. Additional information regarding interests of such
participants will be included in the Proxy Statement and the
Schedule 13E-3 that will be filed with the SEC and available free
of charge as indicated above.
The Merger Agreement was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated June 4, 2010, and as Appendix A
to the Company's Preliminary Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on June
30, 2010.
CONTACT: OMNI Energy Services Corp.
Ronald D. Mogel, Senior Vice President and
Chief Financial Officer
(337) 896-6664
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