Press release from CNW Group
Pure Energy Services Ltd. announces shareholder, securityholder and court approval for plan of arrangement with FMC Technologies, Inc.
Friday, September 28, 2012
Pure Energy Services Ltd. announces shareholder, securityholder and court approval for plan of arrangement with FMC Technologies, Inc.18:00 EDT Friday, September 28, 2012CALGARY, Sept. 28, 2012 /CNW/ - Pure Energy Services Ltd. ("Pure") (TSX: PSV) announces the results of its special meeting of holders of common shares ("Common Shares") and holders of options to purchase Common Shares ("Options", and together with the Common Shares, the "Securities", holders of which are collectively referred to as the "Securityholders"), held today to consider and to vote on a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) pursuant to which FMC Technologies Canada Holdings Inc., a subsidiary of FMC Technologies, Inc. ("FMC"), will acquire all Common Shares and all outstanding Options will be surrendered to Pure. Under the Arrangement, holders of Common Shares will receive $11.00 (CAD) in cash for each Common Share held. By special resolution passed at the meeting of Securityholders, the Arrangement was approved by 99.93% of the votes cast by Securityholders (voting together as a single class), 99.92% of the votes cast by the holders of Common Shares (voting separately), and 99.91% of the votes cast by the holders of Common Shares (voting separately and excluding Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).Pure also announces that, following the special meeting, the Alberta Court of Queen's Bench granted its final order approving the Arrangement. Closing of the Arrangement is expected to occur on October 1, 2012.Pure is an oilfield services company that provides well completion and abandonment services to oil and gas exploration and development entities in the Western Canadian Sedimentary Basin and certain regions of the United States.Cautionary StatementsThis press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expected", "may", "will", "should", "believe", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning the anticipated timing of the completion of the Arrangement.In respect of the forward-looking statements and information concerning the anticipated timing for completion of the Arrangement, Pure has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to when closing of the Arrangement will occur. This date may change for a number of reasons, including the need for additional time to satisfy the conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release concerning these times. Risks and uncertainties inherent in the nature of the Arrangement include the failure of Pure or FMC to satisfy the conditions to the Arrangement in a timely manner, or at all. Failure to so satisfy the conditions to the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all.Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and Pure undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.SOURCE: Pure Energy Services Ltd.For further information: Kevin DelaneyChief Executive Officer E-mail: email@example.com Chris MartinVice President Finance and Chief Financial Officer E-mail: firstname.lastname@example.org Address: 10th Floor, 333 11th Avenue S.W. Calgary, AB T2R 1L9 Phone: 403.262.4000 Fax: 403.262.4005