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8-K - 8-K - Allis Chalmers Energy Inc. | v208954_8k.htm |
ALLIS-CHALMERS
ENERGY INC.
PRESS
RELEASE
|
Contact: Victor M.
Perez, CFO
|
713-369-0550
Allis-Chalmers
Energy Announces Record Date and Meeting Date for Special
Meeting
of Stockholders in Connection with Merger
HOUSTON, TX
– Tuesday, January 25, 2011 – Allis-Chalmers Energy Inc. (NYSE: ALY) today
announced that it has established a record date and a meeting date for the
special meeting of its stockholders to consider and vote upon, among other
things, the proposal to adopt the previously announced Agreement and Plan of
Merger, dated as of August 12, 2010, among Allis-Chalmers, Seawell Limited and
Wellco Sub Company, pursuant to which Allis-Chalmers would become a subsidiary
of Seawell.
Allis-Chalmers
stockholders of record at the close of business on Friday, January 14, 2011,
will be entitled to notice of the special meeting and to vote at the special
meeting. The special meeting will be held on Wednesday, February 23,
2011, at 10:00 a.m. local time and will be held at the Westin Galleria Hotel,
Chevy Chase Room, 5060 West Alabama Street, Houston, Texas 77056.
In
addition to the approval of Allis-Chalmers’ stockholders, the completion of the
transaction is subject to customary closing conditions.
If you
have any questions about the merger, including how to vote your shares of
Allis-Chalmers, you should contact Georgeson, Inc., the information agent for
Allis-Chalmers, toll free at (866) 628-6024 (banks and brokers call
(212) 440-9800).
About
Allis-Chalmers
Allis-Chalmers
Energy Inc. is a Houston-based multi-faceted oilfield services
company. Allis-Chalmers provides services and equipment to oil and
natural gas exploration and production companies, domestically primarily in
Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of
Mexico, and internationally primarily in Argentina, Brazil and Mexico.
Allis-Chalmers provides directional drilling services, casing and tubing
services, underbalanced drilling, production and workover services with coiled
tubing units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.
Forward-Looking
Statements
This
press release contains forward-looking statements (within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934) regarding Allis-Chalmers' business, financial condition, results of
operations and prospects. 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 our management, such statements can only be based on facts and factors that
our management currently knows. 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
Allis-Chalmers operates, 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 our business are
set forth in our most recent filings on Form 10-K (including without limitation
in the "Risk Factors" section) and in our other SEC filings and publicly
available documents. We urge readers not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press
release. Allis-Chalmers undertakes no 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.
Additional
Information and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. The
publication or distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into possession
of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Seawell Limited, Allis-Chalmers
and their respective affiliates disclaim any responsibility or liability for the
violation of such restrictions by any person. In connection with the proposed
merger between Seawell and Allis-Chalmers, Seawell has filed with the SEC a
Registration Statement on Form F-4 that includes a proxy statement of
Allis-Chalmers that also constitutes a prospectus of Seawell. The definitive
proxy statement / prospectus can be obtained free of free of charge at the SEC’s
website (www.sec.gov). Seawell
and Allis-Chalmers expect to mail the definitive proxy statement/prospectus to
the Allis-Chalmers stockholders on or about January 25, 2011.. Seawell and
Allis-Chalmers urge investors and stockholders to read the proxy statement /
prospectus regarding the proposed merger, as well as other documents filed with
the SEC, because they will contain important information. You may obtain copies
of all documents filed with the SEC regarding this transaction, free of charge,
at the SEC’s website (www.sec.gov). You may also obtain these documents, free of
charge, from Seawell’s website (www.seawellcorp.com) under the tab “Investors.”
You may also obtain these documents, free of charge, from Allis-Chalmers’
website (www.alchenergy.com) under the tab “For Investors” and then under the
heading “SEC Filings.”
Participants
In The Merger Solicitation
Seawell
Limited, Allis-Chalmers and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Allis-Chalmers stockholders in favor of the merger and related matters.
Information regarding the persons, who may, under the rules of the SEC, be
deemed participants in the solicitation of Allis-Chalmers stockholders in
connection with the proposed merger is set forth in the proxy
statement / prospectus filed with the SEC on January 25, 2011. You can
find information about Allis-Chalmers’ executive officers and directors in its
definitive proxy statement filed with the SEC on April 30, 2010. Additional
information about Seawell’s executive officers and directors and Allis-Chalmers’
executive officers and directors can be found in the proxy statement /
prospectus that was filed with the SEC on January 25, 2011. You can obtain free
copies of these documents from Seawell and Allis-Chalmers using the contact
information above.