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8-K - FORM 8-K - SUPERIOR ENERGY SERVICES INC | h69015e8vk.htm |
EX-2.1 - EX-2.1 - SUPERIOR ENERGY SERVICES INC | h69015exv2w1.htm |
EX-2.2 - EX-2.2 - SUPERIOR ENERGY SERVICES INC | h69015exv2w2.htm |
Exhibit 99.1
601 Poydras St., Suite 2400 New Orleans, LA 70130 NYSE: SPN (504) 587-7374 Fax: (504) 362-1818 |
FOR FURTHER INFORMATION CONTACT:
Terence Hall, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Terence Hall, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Superior Energy Services, Inc. Announces Agreement to Acquire
Singapore-Based Hallin Marine Subsea International Plc
Transaction enhances Superiors position in international subsea services markets
Singapore-Based Hallin Marine Subsea International Plc
Transaction enhances Superiors position in international subsea services markets
New Orleans, La., December 11, 2009 Superior Energy Services, Inc. (NYSE: SPN) (Superior or the
Company) today announced that it has entered into an Implementation Agreement with Hallin Marine
Subsea International Plc (AIM: HMS) (Hallin), to acquire Hallin for a price of 233 pence in cash
per Hallin share (the Offer). The Offer values Hallins existing issued and to be issued fully
diluted ordinary share capital at approximately 103.5 million pounds sterling (approximately $168.3
million based upon an exchange rate of US$1.626, at the close of business on December 10, 2009).
Hallin is an international provider of integrated subsea services and engineering solutions,
focused on installing, maintaining and extending subsea wells. Hallin operates in most
international offshore oil and gas markets with major offices and facilities located in Singapore,
Jakarta, Indonesia; Perth, Australia; Aberdeen, Scotland; and Houston, Texas. For more information
on Hallin, visit its website at www.hallinmarine.com.
Hallin offers Superior the opportunity to enhance its position in the emerging subsea well
intervention market through the combination of Superiors well intervention assets and Hallins
existing subsea assets (remotely operated vehicles, saturation diving systems and chartered
vessels) and newbuild vessel program.
Terence Hall, Chairman and CEO of Superior, stated, In the short-run, this transaction will
provide us with more international penetration and expanded entry into the subsea field development
and installation market. Going forward, we believe the combination of Hallins experienced
management team, existing global infrastructure and Superiors well intervention experience and
integrated solutions approach will serve as a strong platform for expansion into the growing subsea
well intervention market worldwide.
Superior intends to fund the acquisition through its existing revolving credit facility. In the
event the conditions to the Offer are satisfied and/or waived by the parties, the transaction is
expected to close in the first quarter of 2010.
The Offer is to be effected by way of a scheme of arrangement under section 152 of the Isle of Man
Companies Act 1931, as amended. Copies of the Offer-related documentation including a copy of the
announcement which was made pursuant to Rule 2.5 of the City Code on Takeovers and Mergers (the
Rule 2.5 Announcement) is available to the public, subject to restrictions relating to persons in
certain overseas jurisdictions, at www.superiorenergy.com. It is anticipated that the scheme
document (the Scheme Document) will be posted to Hallins shareholders on December 12, 2009 and a
copy of this document will also be available at this website.
Superior Energy Services, Inc. serves the drilling and production needs of oil and gas companies
worldwide through its brand name rental tools and its integrated well intervention services and
tools, supported by an engineering staff who plan and design solutions for customers. Offshore
projects are delivered by the Companys fleet of modern marine assets.
This announcement is for informational purposes only and is neither an offer to sell or an
invitation to purchase any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the Offer, including details of how the Offer may be
accepted, will be set out in the Scheme Document. Hallin Shareholders who accept the Offer may
rely only on the Scheme Document for all terms and conditions to the Offer. Hallin Shareholders are
advised to read carefully the formal documentation in relation to the Offer once it has been
dispatched.
The distribution of this announcement in jurisdictions other than the United States, United Kingdom
and the Isle of Man may be restricted by law and therefore any persons who are subject to the law
of any jurisdiction other than the US, the UK and the Isle of Man should inform themselves about,
and observe, any applicable requirements. Neither the content of Superior or Hallins website (or
any other website) nor the content of any website accessible from hyperlinks on any such website is
incorporated into, or forms part of, this announcement.
This announcement contains forward-looking statements regarding the Offer. Such statements
include, but are not limited to, statements about the benefits of the proposed combination and
other such statements that are not historical facts, which are or may be based on Superiors plans,
estimates and projections. These forward-looking statements involve risks and uncertainties, many
of which are beyond Superiors control, that could cause Superiors actual results to differ
materially from those indicated in any such forward-looking statements. Such factors include, but
are not limited to, failure to obtain necessary regulatory approvals or to satisfy any of the other
conditions to the Offer. Superior disclaims and does not undertake any obligation to update or
revise any forward-looking statement in this announcement, except as required by applicable law or
regulation.