OMNI Announces Early Termination of Hart-Scott-Rodino Waiting Period in Connection With Proposed Acquisition by Wellspring
2010年8月4日 - 5:30AM
OMNI Energy Services Corp. (Nasdaq:OMNI) today
announced that the Federal Trade Commission has granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended, in connection with
the previously announced merger agreement under which an affiliate
of Wellspring Capital Management LLC will acquire all of OMNI's
outstanding shares for $2.75 per share in cash.
Completion of the proposed transaction remains subject to OMNI
shareholder approval and other customary closing conditions. The
parties continue to expect the transaction to close in the second
half of 2010.
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.
About Wellspring Capital Management
Wellspring Capital Management, founded in 1995, is a leading
middle-market private equity firm that manages more than $2 billion
of private equity capital. The firm's objective is to bring
partnership, experience and value creation to each investment. By
teaming up with strong management, Wellspring is able to unlock
underlying value and pursue new growth opportunities through
strategic initiatives, operating improvements and add-on
acquisitions. The firm functions as a strategic rather than
tactical partner, providing management teams with top-line support,
M&A experience and financial expertise, and access to
resources.
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 impact of the
current economic climate, the efficacy of the 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.
OMNI&
CONTACT: OMNI Energy Services Corp.
Ronald D. Mogel, Senior Vice President and Chief Financial
Officer
(337) 896-6664
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