Ensign Energy Services Inc. (TSX:ESI) ("Ensign") and Trinidad Drilling Ltd. (TSX:TDG) ("Trinidad") announce that at the special meeting of shareholders (the "Meeting") of Trinidad held earlier today, holders ("Trinidad Shareholders") of common shares of Trinidad ("Trinidad Shares") approved the amalgamation (the "Amalgamation") of Trinidad and Ensign Holdings Inc. ("Holdings"), a wholly-owned subsidiary of Ensign.
A total of 247,542,440 Trinidad Shares, representing approximately 90.52% of the issued and outstanding Trinidad Shares, were represented in person or by proxy at the Meeting. The Amalgamation was approved by approximately 99.97% of the votes cast by Trinidad Shareholders, either in person or by proxy at the Meeting, and by 99.96% of the votes cast by Trinidad Shareholders, either in person or by proxy at the Meeting, after excluding the votes attached to the Trinidad Shares held by Ensign acquired outside of its take-over bid for all of the issued and outstanding Shares, which expired on December 21, 2018 (the “Offer”), whose votes may not be included in determining minority approval of a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Subject to the terms of the amalgamation agreement between Trinidad and Holdings, each Trinidad Shareholder (other than Holdings or any Trinidad Shareholder who has validly exercised dissent rights in relation to the Amalgamation) will, upon completion of the Amalgamation, receive one redeemable preferred share of the corporation resulting from the amalgamation of Trinidad and Holdings (each, a “Redeemable Preferred Share”) for each Trinidad Share. The Redeemable Preferred Shares will be automatically redeemed immediately following the completion of the Amalgamation for $1.68 in cash per Redeemable Preferred Share (the “Redemption Consideration”). The Redemption Consideration is the same as the consideration that was available to Trinidad Shareholders under the Offer.
Registered Trinidad Shareholders should complete the letter of transmittal enclosed with the information circular and proxy statement mailed to Trinidad Shareholders for the Meeting and deliver the completed document, together with the certificate(s) representing their Trinidad Shares, to Kingsdale Advisors in accordance with the instructions set forth in the letter of transmittal to facilitate delivery of the Redemption Consideration that they will be entitled to receive upon the completion of the Amalgamation.
Trinidad Shareholders whose Trinidad Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such person to arrange for the deposit of their Trinidad Shares.
Ensign and Trinidad currently anticipate that the Amalgamation will be completed on or about mid-February 2019. The Trinidad Shares are expected to be de-listed from the Toronto Stock Exchange as soon as reasonably practicable following the completion of the Amalgamation. Trinidad or its successor will also apply to cease to be a reporting issuer under applicable securities laws as soon as reasonably practicable following the completion of the Amalgamation.
Source: Company Press Release