Wilks Launches Premium Offer For Calfrac Shares; Calfrac Shareholders Now Have an Unobstructed Path to a Premium Recovery by Voting Against the Management Transaction

News provided by

Wilks Brothers, LLC.

Sep 10, 2020, 06:00 ET

CISCO, Texas, Sept. 10, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") announced today that its affiliate, THRC Holdings L.P., has commenced a formal take-over bid (the "Offer") for all of the issued and outstanding common shares of Calfrac Well Services Ltd. ("Calfrac", and such shares, the "Calfrac Shares") (TSX: CFW) for consideration consisting of $0.18 per Calfac Share, in cash. The Offer will remain open until 4:00 p.m. (Toronto time) on December 23, 2020, subject to its terms. The Offer, take-over bid circular and related materials were filed with securities regulators in Canada today and will be mailed to Calfrac Shareholders.

The Offer provides Shareholders of Calfrac with an unobstructed path to receive a premium-to-market recovery, in cash, if the coercive, insider-led transaction that has been proposed to them by the entrenched board and management of Calfrac (the "Management Transaction") does not proceed. This Offer fulfils our commitment to Shareholders, and entirely eliminates Calfrac's baseless threat that Shareholders either vote for the Management Transaction or be eliminated.   

The choice is simple for Shareholders: $0.18 per Calfrac Share under the Offer vs $0.03 per Calfrac Share under the Management Transaction.

Shareholders can only preserve their right to benefit from the premium recovery under the Offer by VOTING AGAINST the Management Transaction.

Highlights of the Offer:

  • Material Premium to Current Market Price and to Recovery under Management Transaction

The consideration per Calfrac Share that will be paid pursuant to the Offer:

    • represents a 20% premium to the market price of the Calfrac Shares on September 1, 2020, the last trading day prior to the date the intention to make the Offer was announced;
    • represents an overwhelming premium to the value per Calfrac Share that Shareholders would receive if the Management Transaction were implemented (on the basis of current market prices).
  • Removes Virtually all Market-Standard Conditions to Create an Actionable Path to Premium Recovery.

Our Offer is subject to minimal conditions:  

    • Beyond the statutorily-required 50% minimum deposit condition (the "Statutory Minimum Condition"), our obligation to take up and pay for Calfrac Shares under the Offer is subject only to the following 4 conditions, all of which we expect will be satisfied or waived:

      • that the Management Transaction (i) shall have failed to be approved by the required majorities of the Shareholders of Calfrac at the up-coming Shareholders Meeting and, in particular, but without limitation, shall not have been approved by the majorities required pursuant to the Interim Order and pursuant to MI 61-101; (ii) shall not have been approved by the Court; and (iii) shall have been terminated (the " Termination Condition"). The Offer is not available if the Management Transaction proceeds;
      • receipt of regulatory approvals, if required;
      • there being no law expressly prohibiting the completion of the Offer (the Offeror is not currently aware of any such impediment); and
      • an agreement has not been entered into with Calfrac to complete the Wilks' Superior Alternative Transaction.

Any assertion that the Offer is too conditional is simply not credible.

Moreover, we intend to apply for relief from certain of the statutory take-over bid requirements. Specifically:

  • The "Initial Deposit Period" of 105 days and the Statutory Minimum Condition, are legal requirements of Canadian securities laws that apply to all "unsolicited" take-over bids.

    • In the event that the "Termination Condition" above is met (which we expect it will), we intend to apply to the appropriate securities regulatory authorities in Canada for an order: (i) waiving the Statutory Minimum Condition; and (ii) shortening the Initial Deposit Period in order to allow us to take up and pay for Calfrac Shares deposited to the Offer as soon as all of the conditions to the Offer are satisfied or waived, rather than waiting until the expiry of the Initial Deposit Period.
    • While the grant of such relief is at the discretion of the applicable securities regulatory authorities, we believe that the circumstances in which the Offer is being made justify it being granted.
  • A CCAA filing by Calfrac Will Not Affect our obligation to purchase Calfrac Shares under the Offer.

Shareholders can only preserve their right to benefit from the premium recovery under this Offer by VOTING AGAINST the Management Transaction.

Copies of the Take-Over Bid Circular and related materials are available at www.afaircalfrac.com and on Calfrac's profile on the Canadian System for Electronic Document Analysis and Retrieval at www.sedar.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 AND REALTED 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.

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].

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 Bid, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Bid, 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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