CALGARY, ALBERTA — (Marketwired) — 07/25/13 — Wenzel Downhole Tools Ltd. (TSX: WZL) (“Wenzel” or the “Company”) wishes to refute inaccurate and misleading statements regarding the proposed plan of arrangement (the “Arrangement”) involving Wenzel, Basin Tools L.P. (“Basin”) and 1748017 Alberta Ltd. (the “Purchaser”) contained in recent news releases published by Perlus Investment Management LLC (“Perlus”), a minority shareholder of Wenzel.
The Company wishes to thank shareholders for their strong support and encourages those who have yet to cast a vote to do so in favour of the Arrangement. To be effective, proxies must be voted in advance of the Wenzel shareholder meeting and, in the case of non-registered or beneficial shareholders, no later than 10:00 a.m. (Calgary time) on July 26, 2013.
Perlus is soliciting proxies with misleading and unsubstantiated information. Perlus falsely claims that:
The Special Committee is concerned that Perlus– continuing efforts to publish false statements may mislead shareholders, and the Special Committee strongly urges shareholders to read the information circular mailed to them earlier.
Shareholders are also asked to consider the following facts refuting the inaccurate claims of Perlus:
On July 23, 2013 Perlus published its letter (the “Second Perlus Letter”) that, like its published July 10, 2013 letter, also contained inaccurate and misleading statements about the valuation that the Company wishes to address. The Special Committee has obtained the advice of Raymond James, in its capacity as independent financial advisor to the Special Committee. Accordingly, the responses set forth below are provided on the basis of such advice.
Basin, which holds approximately 37% of the outstanding shares of the Company (on the basis of the conversion of each series 1 preferred share for one common share in accordance with the terms of the series 1 preferred shares), has specifically advised the Special Committee that the consideration of $2.25 per common share offered under the Arrangement will not be increased. This amount was arrived at after negotiation with the Special Committee and remains within the valuation range, as revised on July 10, 2013. This cash consideration represents a 30.8% premium to the last three months– volume weighted average trading price of Wenzel–s common shares on the Toronto Stock Exchange prior to the announcement of the transaction on May 14, 2013.
The Board of Directors and the Special Committee have worked diligently to address and refute Perlus– concerns. Perlus– assumptions and misstatements involve significant risks that the Arrangement will not close and would prevent securityholders from receiving immediate and fair value for their investment.
About Wenzel Downhole Tools Ltd.
The Company is a designer, manufacturer, seller and renter of drilling tools used in oil and gas exploration, that operates in Canada, the United States and internationally; its common shares trade on the Toronto Stock Exchange under the symbol “WZL”.
The Company–s Canadian sales, manufacturing and servicing facilities are located in Edmonton, Alberta and its US sales and servicing facilities are located in Conroe, Texas; Odessa, Texas; Morgantown, West Virginia; Casper, Wyoming and Oklahoma City, Oklahoma. It also has a sales and service facility in Celle, Germany. The main corporate office is located in Calgary, Alberta.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY AND ACCURACY OF THIS NEWS RELEASE.
Contacts:
Securityholders with questions or requiring more information
are encouraged to contact the company–s proxy and
information agent, CST Phoenix Advisors, by:
Toll-Free telephone in North America at 1-800-761-6534
or collect call at 1-201-806-2222
or by e-mail at
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