Calfrac Shareholders: Both ISS and Glass Lewis Have Reaffirmed Recommendations to Vote AGAINST the Amended Management Transaction
CISCO, Texas, Oct. 7, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") is pleased to announce that both leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have concluded exactly as they did before: Shareholders should VOTE AGAINST the Amended Management Transaction at the special meeting of shareholders of Calfrac Well Services Ltd ("Calfrac") (TSX: CFW), to be held on October 16, 2020 (the "Meeting").
- Nothing has changed. ISS and Glass Lewis published updates to their voting recommendations for Shareholders and reaffirmed their strong recommendations that Shareholders VOTE AGAINST the Amended Management Transaction;
- ISS and Glass Lewis reports outline the numerous infirmities in the Amended Management Transaction and the serious risks to Calfrac's survival and to shareholders' interests if Calfrac's transaction is approved;
- Not surprisingly, Calfrac has failed to disclose the renewed ISS and Glass Lewis recommendations to its Shareholders; and
- Wilks' amended Premium Offer continues to represent the only direct path to superior value for shareholders.
ISS and Glass Lewis made their independent proxy voting recommendation to vote AGAINST the Amended Management Transaction after carefully reviewing the facts and arguments made by both Calfrac and Wilks, including Calfrac's recent "carrot and stick" approach to threaten its Shareholders into supporting its insider deal, and Wilks' direct response to further improve its Premium Offer and provide Shareholders with up to $0.25 cash per Calfrac Share under the terms of the Premium Offer.
ISS stated the following in recommending that Shareholders vote the BLUE proxy AGAINST the Amended Management Transaction:
"Given that Wilks' debt reduction plan continues to offer superior value to shareholders and its revised premium takeover bid continues to mitigate the risk associated with renewed debtholder negotiations, ISS continues to advise shareholders to use the dissident (blue) proxy card to vote AGAINST the Amended Recapitalization Transaction."
Glass Lewis offered these sage assessments in recommending that Shareholders vote AGAINST the Amended Management Transaction:
"Further, we believe Wilks has pointed out certain factors that call into question Calfrac's ability to adequately address its liquidity and solvency issues under either Recapitalization Transaction proposed by management and the board, and whether the Company's business will recover quickly enough to enable Calfrac to continue as a going concern and avoid CCAA proceedings even if shareholders approve the Amended Recapitalization Transaction."
"Thus, even upon approval and implementation of the Amended Management Transaction, there appears to be a real risk that Calfrac will remain insolvent in the medium term, which would be to the detriment of its remaining security holders, especially any shareholders hoping to realize additional recovery of value through their Calfrac common shares and warrants. The factors discussed above raise significant doubt, in our view, as to if and when the Company will potentially recover to its historical valuation range, as assumed by the board under its valuation analyses of the consideration payable to common shareholders under the Amended Recapitalization Transaction."
"In light of these considerations, we would caution shareholders to discount the potential total value per share (cash, retained shares and warrants) that the Company suggests would be realized by common shareholders if the Company completes the proposed recapitalization transaction, if the Company's business recovers and if its enterprise value returns to historical levels."
"In this regard, we note that the all-cash consideration offered under the Wilks Offer of between C$0.18 and C$0.25 per share is more attractive than the stated value of the cash election under management's recapitalization proposal of C$0.15 per share, as well as the more likely cash value under management's proposal of only C$0.09 to C$0.12 per share, based on expected shareholder elections. While some present value may reasonably be ascribed to any retained Calfrac shares and warrants, the aggregate value reasonably expected to be realized by Calfrac common shareholders under the Amended Recapitalization Transaction likely doesn't exceed the C$0.25 per share offered in the Wilks Offer, in our assessment."
"Turning to the actual availability of the Wilks Offer, we note that, according to the board, there are only two options: the Amended Recapitalization Transaction, or the Original Recapitalization Transaction, the latter of which the Company intends to implement through CCAA proceedings without shareholder approval pursuant to an agreement it reached with the Company's noteholders. If these were truly the only two options for common shareholders, though we wholly object to the board's "carrot and stick" approach in seeming to coerce common shareholders to accept a deal that provides inferior terms to those of insiders and that of an all-cash offer made by another shareholder, we might nevertheless agree that the Amended Recapitalization Transaction appears to be the best that common shareholders were going to get from this board. However, based on our reading of the terms and conditions of the Wilks Offer, and having considered the board's and Dissident's respective arguments on the matter, we believe the Wilks Offer is indeed a viable and realistic alternative for common shareholders to either recapitalization transaction proposed by management."
Another independent analyst, Cormark Securities Inc., stated in a note:
"We are increasing our target from $0.18 to $0.25 to reflect our belief that the new Wilks proposal is materially superior for non-interested shareholders compared to Management's current (amended) recapitalization proposal. We are reiterating our Tender rating on the stock."
We could not have said it any better ourselves.
In the face of rising and increasingly vocal opposition to their Amended Management Transaction, Calfrac will likely continue to put out further press releases in the days ahead attempting to mislead the market and its shareholders on the Wilks' Premium Offer, its terms and core issues of value. Shareholders should ignore them. Calfrac's views and (desperate) positions are simply not supported by the facts or by the independent experts.
The choice, and path forward, for Calfrac Shareholders continues to remain crystal clear: Vote the BLUE Proxy 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 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 [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 (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.
SOURCE Wilks Brothers, LLC.
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