15:17:05 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Essential Energy Services Ltd
Symbol ESN
Shares Issued 125,365,597
Close 2023-10-04 C$ 0.395
Market Cap C$ 49,519,411
Recent Sedar Documents

Essential files circular for Nov. 7 special meeting

2023-10-05 14:16 ET - News Release

Mr. Garnet Amundson reports

ESSENTIAL ENERGY SERVICES FILES CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE ACQUISITION BY ELEMENT TECHNICAL SERVICES

Essential Energy Services Ltd. has filed a management information circular, along with the related meeting and proxy materials, for the special meeting of the shareholders of Essential to be held on Nov. 7, 2023, at the Calgary Petroleum Club, Viking room, 319 5th Ave. SW, Calgary, Alta., at 10:30 a.m. Calgary time. Shareholders of record as of the close of business on September 18, 2023 are entitled to receive notice of and vote at the Meeting. Details on how to vote and participate in the Meeting are available in the Meeting Materials. The Meeting Materials are currently being mailed to Shareholders and can be downloaded from Essential's SEDAR+ profile at www.sedarplus.ca. The Meeting Materials are also available at Essential's website, www.essentialenergy.ca.

The purpose of the Meeting is to seek shareholder approval of the previously announced definitive amalgamation agreement (the "Amalgamation Agreement") with Element Technical Services Inc. ("Element") under which Element, through a wholly-owned subsidiary, will acquire all of the issued and outstanding common shares of Essential (each, an "Essential Share") by way of a statutory amalgamation (the "Amalgamation") and each Essential Shareholder will be entitled to receive $0.40 in cash per Essential Share held immediately prior to the Amalgamation. The Meeting Materials contain a detailed description of the Amalgamation.

The price of $0.40 per Essential Share represents a 12% premium to the 20-day volume weighted average trading price of Essential Shares on the Toronto Stock Exchange (the "TSX") for the period ended September 14, 2023 and a 10% premium to the closing price on the TSX on September 14, 2023, the last trading day prior to execution of the Amalgamation Agreement.

The Amalgamation requires the approval of:

a) 66*2/3*% of the votes cast by the Shareholders present in person or by proxy at the Meeting; and

b) a majority of the votes cast by Shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those Shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as more particularly described in the Meeting Materials.

In addition to the Shareholder approvals described above, the completion of the Amalgamation is subject to satisfaction or waiver of other usual and customary conditions contained in the Amalgamation Agreement. If all the necessary conditions to the Amalgamation under the Amalgamation Agreement are satisfied or waived, Essential expects that the Amalgamation will become effective on or about November 9, 2023.

Recommendation of Essential's Board of Directors

Essential's board of directors has unanimously determined: (i) that the transactions contemplated by the Amalgamation Agreement are in the best interests of Essential; and (ii) to recommend that Shareholders VOTE IN FAVOR of the Amalgamation. The Meeting Materials contain a detailed description of the background to, and reasons for, the Amalgamation.

Shareholder Questions and Assistance

Odyssey Trust Company has been retained as Proxy Solicitation and Information Agent. If you have any questions or require more information, please contact Odyssey Trust Company, by telephone at 1 (587) 885-0960, or toll-free at 1 (888) 290-1175 or by email at proxy@odysseytrust.com.

ABOUT ESSENTIAL

Essential provides oilfield services to oil and natural gas producers, primarily in western Canada. Essential offers completion, production and wellsite restoration services to a diverse customer base. Services are offered with coiled tubing, fluid and nitrogen pumping and the sale and rental of downhole tools and equipment. Essential offers one of the largest active coiled tubing fleets in Canada.

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