Calfrac - Let Your Shareholders' Voices Be Heard
CISCO, Texas, Sept. 23, 2020 /PRNewswire/ - It is now well over a week since both ISS and Glass Lewis recommended that Shareholders of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) vote AGAINST the Management Transaction, likely causing Calfrac to announce the postponement of the special meeting of its shareholders. While the shareholder meeting has been rescheduled for September 29, it is not clear, today when the Meeting will actually take place. Calfrac has not provided any further information to the market and Shareholders have not, for example, been advised as to any deadline for the deposit of proxies for the meeting.
Notwithstanding Calfrac's wavering, the course of action for Calfrac Shareholders has always been crystal clear: You should preserve your unobstructed path to a premium recovery by voting AGAINST and defeating the coercive, insider-led transaction that has been proposed by the Board and management of Calfrac (the "Management Transaction").
The premium offer to acquire all of Calfrac's shares (the "Offer") made by an affiliate of Wilks Brothers LLC ("Wilks"), in which shareholders can receive $0.18 per share, in cash, is a vastly superior alternative for shareholders to the coercive Management Transaction. It always will be. The Offer provides Shareholders of Calfrac with an unobstructed path to receive a premium-to-market recovery, in cash, if the coercive, insider-led Management Transaction does not proceed.
Either later today or tomorrow, we expect that Calfrac will issue its director's circular setting out the Board's "recommendation" to shareholders in respect of the Offer. As we have previously stated, we believe that it is inevitable that the Board will recommend that shareholders not accept the Offer, as they tied their hands by providing a self-selected group of Calfrac's unsecured creditors with a veto right over their own decision making on a financially superior transaction.
Shareholders should not be distracted by what the management and a conflicted Board of Calfrac will predictably say about the Offer or about Wilks. No matter what they say, the fact remains that they are not offering shareholders a premium to market recovery and Wilks is.
The two leading proxy advisory firms, Institutional Shareholder Services, Inc. and Glass Lewis & Co. unanimously recommend that Shareholders vote AGAINST the Management Transaction. Glass Lewis & Co, in reversing its previous position stated:
"Given the current financial position and prospective performance of Calfrac going forward, we are inclined to suggest that an immediate, all-cash payment at a price representing a premium to Calfrac's unaffected and current share prices -- and a value that is roughly six times greater than the estimated initial value under the Recapitalization Transaction -- may reasonably represent a superior alternative for Calfrac's common shareholders, especially when considering the risk and uncertainty inherent in the Company's business plan and the Recapitalization Transaction". (emphasis added).
It appears that Calfrac knows the Management Transaction is not defensible. In an unprecedented move, it filed an application with the Court of Queens Bench of Alberta on September 22, 2020 seeking to prevent Calfrac from having to provide any documentation that Wilks, a major shareholder of Calfrac had requested and which would be relevant to an assessment of whether the Management Transaction is, as is required by law, "fair and reasonable" and the basis for the so-called "fairness opinions" that were obtained by Calfrac's Board. In essence, the Board and management of Calfrac are asserting that, notwithstanding their obligation to prove to the Court that the Management Transaction is "fair and reasonable" they have no obligation to provide supporting evidence that can be examined and challenged by the stakeholders whose rights are being affected.
The Board and Management of Calfrac know that the Management Transaction is in trouble. They are resorting to increasingly oppressive measures to attempt to avoid justifying the conflict riddled transaction to the market and to shareholders.
Wilks intends to provide Shareholders with a further update and additional information, following Calfrac's release of its Directors' circular. Stay tuned.
Click here for voting instructions or learn more at www.afaircalfrac.com.
If you have already voted AGAINST the 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 [email protected].
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 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 Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the 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 Management Transaction are legally permissible, appropriate or capable of implementation.
SOURCE Wilks Brothers, LLC.
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