ESI Energy Services Inc. Going Private Transaction - Buyout Price Determined
CALGARY, AB, April 5, 2021 /CNW/ - ESI Energy Services Inc. ("ESI") (CSE: OPI) announces that the proposed cash payment to minority shareholders in connection with ESI's going private transaction announced on February 16, 2021 has been set at $0.75 per common share.
The going private transaction at that price was recommended by the independent committee to the ESI directors as being in the best interests of ESI and fair to the minority shareholders. The ESI directors accepted that recommendation.
Battery Mineral Resources Corp. ("BMR"), which owns 89.2% of the ESI common shares, has agreed to support the going private transaction by voting in favor of the transaction the ESI shares that BMR owns, subject to certain terms and conditions.
The going private transaction will be completed by consolidating ESI common shares so that the minority shareholders of ESI will hold fractional ESI common shares after consolidation. ESI will immediately redeem those fractional shares for cash and cancel them. The cash payment to minority shareholders of $0.75 per share will be based on the number of ESI common shares held by minority shareholders before the share consolidation.
The result will be that BMR will own 100% of the ESI common shares after the completion of the share consolidation and redemption of fractional shares.
The transaction must be approved by ESI shareholders at a special meeting called for that purpose. The level of approval will be 66 2/3% of the votes cast at the meeting (including shares owned by BMR) and a simple majority of the votes cast at the meeting by minority shareholders (excluding shares owned by BMR). ESI anticipates that the special meeting of shareholders will occur by May 31, 2021.
After the transaction is approved by ESI shareholders and accepted by the Canadian Securities Exchange, ESI will file articles of amendment with the Alberta Registrar of Corporations to effect the transaction. Once the transaction is completed, ESI intends to apply to the Canadian Securities Exchange to delist its common shares and apply to applicable Canadian provincial securities regulatory authorities to cease its reporting issuer status.
Structuring of the transaction is subject to confirmation of applicable securities laws, tax laws and Canadian Securities Exchange policies.
About ESI
The outstanding common shares of ESI are listed on the Canadian Securities Exchange under the stock symbol "OPI". ESI is a pipeline and renewables equipment rental and sales company with principal operations in Leduc, Alberta and Phoenix, Arizona. ESI, together with its operating subsidiaries, ESI Pipeline Services, Inc. and ESI Energy Services (Australia) Pty Ltd., supplies (rents and sells) backfill separation machines, called padding machines, to mainline pipeline contractors, renewables and utility construction contractors, as well as oilfield pipeline and construction contractors. The head office of ESI is located at Suite 500 727 - 7th Avenue S.W., Calgary, Alberta T2P 0Z5.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements can be identified by the use of words such as "are expected", "is forecast", "is targeted", "approximately" or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements.
Forward-looking statements in this news release include, but are not limited to: statements concerning ESI's intention to effect a going private transaction, the amount of the proposed cash payment per ESI common share held by minority shareholders, BMR's agreement to support the transaction, the structure of the transaction, that BMR will hold 100% of the ESI common shares after the transaction, shareholder approval levels, the timing of a special meeting of ESI shareholders, and delisting of ESI common shares and ceasing of reporting issuer status.
Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statements are made. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to be materially different from those expressed or implied by the forward-looking statements.
SOURCE ESI Energy Services Inc.
Robert Dunstan, President and Chief Executive Officer, ESI Energy Services Inc., +1-403-205-7188, [email protected]
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