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Filed by Allis-Chalmers Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Bronco Drilling Company, Inc.
Commission File No.: 000-51471 |
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Allis-Chalmers Energy Inc.
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Bronco Drilling Company, Inc. |
PRESS RELEASE
Allis-Chalmers Energy to Acquire Bronco Drilling Company
For a Combination of Cash and Stock
Houston, Texas and Edmond, Oklahoma, January 24, 2008 Business Wire Allis-Chalmers Energy
Inc. (NYSE: ALY) and Bronco Drilling Company, Inc. (NASDAQ/GM:BRNC) announced today that they have
entered into a definitive merger agreement providing for the acquisition of Bronco Drilling
Company, Inc. by Allis-Chalmers Energy Inc.
Merger Highlights
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Strategic combination creates a more diversified international oilfield services provider
with critical mass in the U.S., and broadens the service and equipment capabilities of both
companies. |
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The merger is expected to enhance domestic and international growth opportunities, and is
expected to facilitate relocation of newly acquired and certain underutilized drilling and
workover rigs of Bronco Drilling to Latin America and North African markets. |
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Combined balance sheet remains sound, allowing for future organic growth and strategic
acquisitions. |
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Expected to be strongly accretive to earnings per share of Allis-Chalmers. |
Transaction Details
The merger agreement provides that at the effective time of the merger, stockholders of Bronco
Drilling will receive merger consideration with an aggregate value of approximately $437.8 million,
comprised of (a) an aggregate of $280.0 million in cash and (b) Allis-Chalmers common stock having
an aggregate value of approximately $157.8 million. The number of shares will be based on the
average closing price of Allis-Chalmers common stock for a ten-trading day period ending two days
prior to the closing. The combined consideration totals $16.33 per share for Bronco Drilling, a
21.8% premium to the closing price of Bronco Drillings common stock on January 23, 2008 and an
18.2% premium to the past 10 days average closing stock price of Bronco Drilling. Allis-Chalmers
has received a financing commitment for up to $350 million to cover the cash component of the
merger consideration, repayment of assumed
Bronco Drilling debt and transaction expenses. Allis-Chalmers and Bronco Drilling anticipate that
receipt of the merger consideration will be taxable to Bronco Drillings stockholders.
The merger will result in a combined company with an implied enterprise value of approximately $1.4
billion, based upon the closing stock price of Allis-Chalmers on Tuesday, January 22, 2008. The
merger agreement provides for a subsidiary of Allis-Chalmers to merge with and into Bronco
Drilling, with Bronco Drilling surviving as a wholly-owned subsidiary of Allis-Chalmers.
Upon completion of the transaction, which Allis-Chalmers and Bronco Drilling expect to occur in
mid-2008, it is anticipated that Allis-Chalmers stockholders will own approximately 72.1%, and
that Bronco Drillings stockholders will own approximately 27.9% of the combined company, based on
Allis-Chalmers closing stock price on Tuesday, January 22, 2008.
The boards of directors of both Allis-Chalmers and Bronco Drilling have approved the merger
agreement. The transaction is subject to customary conditions and regulatory approvals and the
approval by stockholders of each of Allis-Chalmers and Bronco Drilling.
With respect to the merger, Frank Harrison, Bronco Drillings Chairman and Chief Executive Officer
stated, We are very pleased to have reached this agreement with Allis-Chalmers and believe it
presents a compelling opportunity for our stockholders. We believe the combined entity creates a
unique investment opportunity for both sets of stockholders. The combined company will be a
fully-integrated oilfield service company with diversified business lines, substantial
international exposure and exciting growth opportunities not currently found in a company of
similar size.
Micki Hidayatallah will remain as Chairman and Chief Executive Officer of Allis-Chalmers following
the merger. Mr. Hidayatallah stated, We are very excited about this pending acquisition that is
in conformity with our strategic criteria. We expect the combined company to enhance our product
offering and expand our geographic footprint in the domestic and international markets.
Internationally, Allis-Chalmers will increase its presence in the North African and Latin American
markets.
Mr. Hidayatallah also noted, The opportunity to deploy drilling and workover rigs to the high
growing international markets is very compelling. Bronco Drilling is uniquely positioned to take
advantage of this opportunity because of its in-house capability of converting and rebuilding rigs
for international operations. Although demand for land drilling and workover rigs remains strong
in the international markets, there continues to be long delays in manufacturing and delivery
cycles.
Mr. Hidayatallah went on to state, We anticipate the merged companys presence in Mexico, Libya,
Argentina and Bolivia will provide a solid foundation for international expansion. Bronco
Drillings management team has built a company in a very short time frame that has a reputation for
excellence in all its operations. The combined company will be a diversified service company that
provides its domestic and international customers with skilled operators and technologically
advanced equipment in a safe environment.
Mr. Hidayatallah added, Currently, Allis-Chalmers operates internationally in Argentina, Mexico,
and Bolivia. Bronco Drilling has a 25% equity stake in a contract drilling business in Libya which
will operate 33 drilling and workover rigs. We expect the combined company to actively pursue
further international opportunities after the merger. We believe we will be able to provide the
domestic and international markets with directional, underbalanced drilling, coil tubing, drilling
and completion services together with rental equipment as the oil industry seeks to exploit
conventional and unconventional resources both in the U.S. and overseas.
The composition of the board of directors of Allis-Chalmers will not be changed in connection with
the merger.
Conference Call
The senior management of Allis-Chalmers and Bronco Drilling has scheduled a joint conference call
to be held on Thursday, January 24, 2008 at 10:30 Eastern time, 9:30 am Central time, to discuss
the merger.
5075 Westheimer, Suite 890, Houston, TX 77056
713-369-0550 P 713-369-0555 F
The call will be web cast live on the Internet through the Investor Relations page on the
Allis-Chalmers website.
To participate by telephone, call (888) 713-4218 domestically or (617) 213-4870 internationally ten
to fifteen minutes prior to the starting time. The participant passcode is 78366018. Participants
may pre-register for the call at the following link and will be issued a PIN number to use when
dialing into the live call, which will provide quick access to the conference by bypassing the
operator upon connection.
https://www.theconferencingservice.com/prereg/key.process?key=PJPHJR67V
A telephonic replay will be available through January 31, 2008. The telephone number for the replay
of the call is (888) 286-8010 domestically or (617) 801-6888 internationally, and the passcode is
48202521. The call will be available for replay through the Bronco Drilling and Allis-Chalmers
websites.
Advisors
RBC Capital Markets Corporation is acting as exclusive financial advisor to Allis-Chalmers, and
Johnson Rice & Company L.L.C. is acting as exclusive financial advisor to Bronco Drilling. Andrews
Kurth LLP is acting as legal counsel to Allis-Chalmers and Akin Gump Strauss Hauer & Feld LLP is
acting as legal counsel to Bronco Drilling.
About Allis-Chalmers Energy Inc.
Allis-Chalmers Energy Inc. is a Houston-based multi-faceted oilfield company. It provides services
and equipment to oil and natural gas exploration and production companies, domestically primarily
in Texas, Louisiana, New Mexico, Colorado, Oklahoma, Mississippi, Wyoming, Arkansas, West Virginia,
offshore in the Gulf of Mexico, and internationally primarily in Argentina and Mexico.
Allis-Chalmers provides rental services, international drilling, directional drilling, tubular
services, underbalanced drilling, and production services. Allis-Chalmers common stock is traded
on the New York Stock Exchange under the symbol ALY. For more information about Allis-Chalmers
Energy Inc., visit its website at www.alchenergy.com.
About Bronco Drilling Company, Inc.
Bronco Drilling Company, Inc. is a publicly held company headquartered in Edmond, Oklahoma, and is
a provider of contract land drilling and workover services to oil and natural gas exploration and
production companies. Bronco Drillings common stock is quoted on The NASDAQ Global Market under
the symbol BRNC. For more information about Bronco Drilling Company, Inc., visit its website at
www.broncodrill.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934 regarding the benefits of the acquisition of Bronco
Drilling by Allis-Chalmers, including future financial and operating results, prospects for the
combined company, and the combined companys plans, objectives and intentions. Words such as
expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or
variations of such words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this press release.
Although forward-looking statements in this press release reflect the good faith judgment of
management, such statements can only be based on facts and factors currently known to management.
Consequently, forward-looking statements are inherently subject to risks and uncertainties, and
actual results and outcomes may differ materially from the results and outcomes discussed in the
forward-looking statements. Factors that could cause or contribute to such differences in results
and outcomes include, but are not limited to, demand for oil and natural gas drilling services in
the areas and markets in which the companies operate, competition, obsolescence of products and
services, the ability to obtain financing to support operations, environmental and other casualty
risks, and the effect of government regulation. Further information about the risks and
uncertainties that may affect Allis-Chalmers and Bronco Drilling are set forth in their most recent
respective filings on Form 10-K (including without
5075 Westheimer, Suite 890, Houston, TX 77056
713-369-0550 P 713-369-0555 F
limitation in the Risk Factors section) and in other SEC filings and publicly available
documents. Readers are urged not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Neither Allis-Chalmers nor Bronco Drilling
undertake any obligation to revise or update any forward-looking statements in order to reflect any
event or circumstance that may arise after the date of this press release.
Important Information
In connection with the proposed transaction, Allis-Chalmers and Bronco Drilling will file a joint
proxy statement/prospectus and both companies will file other relevant documents concerning the
proposed merger transaction with the Securities and Exchange Commission (the SEC). INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING
THE MERGER. Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and the other documents free of charge at the website
maintained by the SEC at www.sec.gov.
The documents filed with the SEC by Allis-Chalmers may be obtained free of charge from
Allis-Chalmers website at www.alchenergy.com or by calling Allis-Chalmers Investor Relations
department at (713) 369-0550.
The documents filed with the SEC by Bronco Drilling may be obtained free of charge from Bronco
Drillings website at www.broncodrill.com or by calling Bronco Drillings Investor Relations
department at (405) 242-4444.
Investors and security holders are urged to read the joint proxy statement/prospectus and the other
relevant materials when they become available before making any voting or investment decision with
respect to the proposed merger.
Allis-Chalmers and Bronco Drilling and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the respective stockholders of each
company in connection with the merger. Information about the directors and executive officers of
Allis-Chalmers and their ownership of Allis-Chalmers common stock is set forth in its proxy
statement filed with the SEC on April 30, 2007. Information about the directors and executive
officers of Bronco Drilling and their ownership of Bronco Drilling common stock is set forth in its
proxy statement filed with the SEC on April 30, 2007. Investors may obtain additional information
regarding the interests of such participants by reading the joint proxy statement/prospectus for
the merger when it becomes available.
Contact
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Allis Chalmers:
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Jeffrey Freedman, VP IR
Investor Relations
Allis-Chalmers Energy Inc.
(713) 369-0550 |
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Bronco Drilling:
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Bob Jarvis
Investor Relations
Bronco Drilling Company, Inc.
(405) 242-4444 |
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SOURCES:
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Allis-Chalmers Energy Inc. and Bronco Drilling Company, Inc. |
5075 Westheimer, Suite 890, Houston, TX 77056
713-369-0550 P 713-369-0555 F