- PROXY ADVISORS UNANIMOUSLY AGREE SHAREHOLDERS SHOULD VOTE
AGAINST: ISS and Glass Lewis continue to recommend that
Shareholders VOTE AGAINST the Amended Management Transaction to
protect their investment and right to a premium recovery.
- WILKS' PREMIUM OFFER REMAINS THE SUPERIOR CHOICE: No matter how
you look at it, $0.18 cash per share
(and up to $0.25 cash per share) from
Wilks remains the best option for Calfrac's
shareholders.
- LEADING INDEPENDENT INDUSTRY EXPERTS SOUND THE ALARM ON
CALFRAC: Independent analysts are warning that Calfrac will
likely be in bankruptcy protection within months if the Amended
Management Transaction is completed. Shareholders would be most
affected, which is why the Amended Management Transaction is a bad
deal for everyone.
- WHEN THE SMOKE CLEARS, THE WILKS' PREMIUM OFFER REMAINS:
No one is falling for Calfrac's 'smoke and mirror' approach to try
to mislead shareholders on the feasibility of the Premium
Offer. The simple truth is that the Premium Offer is the
best, most direct path to a premium recovery and does not require
Court or creditor approval.
- VOTE AGAINST CALFRAC TODAY: Use the BLUE proxy form TODAY
to vote AGAINST the Amended Management Transaction and let Calfrac
know that shareholders deserve better.
CISCO, Texas, Oct. 13, 2020 /CNW/ - Wilks Brothers, LLC
("Wilks") reminds shareholders of Calfrac Well Services Ltd.
("Calfrac") (TSX: CFW) to vote AGAINST Calfrac's amended
Recapitalization Transaction (the "Amended Management Transaction")
at the special meeting of Shareholders to be held on October 16, 2020 (the "Meeting").
The deadline to submit your BLUE proxy and VOTE AGAINST
is today at 11:59 p.m.
MST.
This has been a long but very important campaign to ensure that
Calfrac's shareholders are protected and treated fairly. Calfrac
has fought tooth and nail, up to the very end, to try to ensure
that its shareholders would not benefit from a premium recovery.
Whether Calfrac fails or succeeds in its attempts to minimize
shareholder recovery is up to you. Every vote is important to
the outcome. As you evaluate this important choice, consider
the following:
- The Amended Management Transaction benefits ONLY the Executive
Chairman and a self-selected group of unsecured creditors.
- Calfrac's efforts to expropriate shareholder value would have
been successful if Wilks did not stand up for shareholders' rights
and propose the Premium Offer.
- Even when presented with the opportunity to beat the Premium
Offer, Calfrac balked.
- Any transaction pursued by Calfac will be significantly more
conditional than Wilks' Premium Offer: Calfrac requires
shareholder approval, creditor approval, Court approval, and
satisfaction of a very long list of conditions precedent.
- Courts are not rubberstamps, as Calfrac has (remarkably)
suggested. The claim that a plan can be immediately implemented in
CCAA is illusory. The Premium Offer will be completed long before
that happens.
- Independent industry experts have carefully evaluated the two
options for shareholders and weighed all of these
considerations. Their conclusion: Wilks' Premium Offer is the
best choice for shareholders.
In the face of Calfrac's continued rhetoric to try to salvage
their insider deal, Wilks has prepared a presentation for
shareholders that sets the record straight (again).
View Shareholder Presentation.
The choice, and path forward, for Calfrac Shareholders
remains clear: Vote the BLUE Proxy TODAY, AGAINST the
Amended Management Transaction.
Click here for voting instructions or learn more at
www.afaircalfrac.com.
The deadline to submit your blue proxy is TODAY, October 13, 2020 at 11:59
p.m. MST.
If you have already voted AGAINST the Amended Management
Transaction using the BLUE proxy, you do not need to do
anything further and we thank you for your support.
If you have yet to vote or want to change your vote, you are
encouraged to vote using only the BLUE proxy. Please disregard any
other proxies you receive. If you have already submitted a proxy
solicited by Management, you may still change your vote and protect
your economic interests by voting your BLUE proxy today. The
later dated proxy will supersede any earlier proxy submitted.
Need help voting? Please contact Laurel Hill Advisory Group
as noted below.
QUESTIONS/ VOTING/ TENDERING ASSISTANCE
Shareholders who have questions or require voting or tendering
assistance, may contact our communications advisor, proxy
solicitation agent, information agent and depositary, Laurel Hill
Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside
North America) or by e-mail at
assistance@laurelhill.com.
NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO
PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO
SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR (AS
THE SAME MAY BE AMENDED OR SUPPLEMENTED) AND RELATED MATERIALS WITH
VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE.
THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE
OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS
AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS
(AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE
OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED
DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND
RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN,
NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE
IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS
MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY
TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
ADDITIONAL DISCLOSURE
Wilks is relying on the exemption under section 9.2(4) of
National Instrument 51-102 - Continuous Disclosure Obligations and
exemptive relief provided by the Alberta Securities Commission in
an Order dated August 4, 2020 (the
"Order") to make this public broadcast solicitation. The
following information is provided in accordance with corporate and
securities laws applicable to public broadcast solicitations. This
solicitation is being made by Wilks, and not by or on behalf of the
management of Calfrac. Wilks has engaged Laurel Hill Advisory Group
to act as our communications advisor and proxy solicitation
agent.
Based upon publicly available information, Calfrac's registered
office is at 4500, 855-2nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its
head office is at 411-8th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is
soliciting proxies in reliance upon the public broadcast exemption
to the solicitation requirements under applicable Canadian
corporate and securities laws (including the Order), conveyed by
way of public broadcast, including press release, speech or
publication, and by any other manner permitted under applicable
Canadian laws. In addition, this solicitation may be made by mail,
telephone, facsimile, email or other electronic means as well as by
newspaper or other media advertising and in person. All costs
incurred for the solicitation will be borne by Wilks.
Wilks and Dan and Staci Wilks
together hold 28,720,172 Common Shares, representing approximately
19.78% of the issued and outstanding Common Shares of Calfrac on
the basis of Calfrac's disclosure in its management information
circular dated August 17, 2020. that
there are 145,616,827 Common Shares outstanding.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
Certain information in this Press Release may constitute
"forward-looking information", as such term is defined in
applicable Canadian securities legislation, about the objectives of
Wilks as they relate to Calfrac. All statements other than
statements of historical fact may be forward-looking information.
Forward-looking information is often, but not always, identified by
words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "project", "predict", "potential",
"targeting", "intend", "could", "might", "should", "believe" and
similar expressions.
Material factors or assumptions that were applied in providing
forward-looking information include, but are not limited to: the
intention of Wilks to make a formal take-over bid for the shares of
Calfrac and the results of such bid; that required regulatory
approvals will be obtained on terms satisfactory to Wilks; the
reaction of Calfrac's Board and management to the Bid; the response
to and outcome of any applications to Courts or regulators relating
to the transactions described herein or otherwise that may be made
by or against Calfrac or Wilks; the intention of Wilks to apply to
securities regulators for discretionary relief from certain
statutory requirements applicable to the bid and the results of
such application.
Forward-looking information contained in this Press Release
reflects current reasonable assumptions, beliefs, opinions and
expectations of Wilks regarding future events and operating
performance of Calfrac and speaks only as of the date of this
Press Release. Such forward-looking information is based on
currently publicly available competitive, financial and economic
data and operating plans and is subject to known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Calfrac, or general industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking information. Many other factors could also cause
Calfrac's actual results, performance or achievements to vary from
those expressed or inferred herein, including, without limitation,
the success of the proposed Wilks Premium Offer, the reaction of
the market and Calfrac's shareholders, creditors and customers to
the Wilks' Premium Offer, the impact of legislative, regulatory,
competitive and technological changes; the state of the economy;
credit and equity markets; the financial markets in general; price
volatility; interest rate and exchange rate fluctuations; general
economic conditions and other risks involved in the hydraulic
fracking industry. The impact of any one factor on a particular
piece of forward-looking information is not determinable with
certainty as such factors are interdependent upon other factors,
and Wilks' course of action would depend upon its assessment of the
future considering all information then available.
Should any factor affect Calfrac in an unexpected manner, or
should any assumptions underlying the forward-looking information
prove incorrect, the actual results or events may differ materially
from the events predicted. All of the forward-looking information
reflected in this Press Release is qualified by these cautionary
statements. There can be no assurance that the results or
developments anticipated by Wilks will be realized or, even if
substantially realized, that they will have the expected
consequences for Calfrac, Calfrac's shareholders or Wilks.
Forward-looking information is provided, and forward-looking
statements are made as of the date of this Press Release and except
as may be required by applicable law, Wilks disclaims any intention
and assumes no obligation to publicly update or revise such
forward-looking information or forward-looking statements whether
as a result of new information, future events or otherwise. Nothing
herein shall be deemed to be an acknowledgement or acceptance by
Wilks that the terms of the amended Management Transaction are
legally permissible, appropriate or capable of implementation.
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SOURCE Wilks Brothers, LLC.