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CALGARY, ALBERTA--(Marketwired - Aug. 14, 2015) - Trican (TSX:TCW) is pleased to announce that it has entered into a definitive agreement with RN Assets LLC (the "Purchaser"), a subsidiary of Rosneft Oil Company ("Rosneft"), for the sale of Trican's Russian pressure pumping business to the Purchaser. The transaction involves the sale of all shares of Trican Well Service LLC, an indirect wholly-owned subsidiary of Trican that holds the Russian pressure pumping business. The agreed purchase price for the disposition is US $140 million, or CDN $181.6 million at the August 13, 2015 exchange rate of .7708, with customary working capital and net debt adjustments to be determined. Trican intends to apply the net proceeds from this transaction to reduce its outstanding debt.
As announced on May 12, 2015, Trican has been in negotiations for the sale of its Russia and Kazakhstan pressure pumping businesses since receiving an unsolicited offer earlier in the year. Trican and the Purchaser have now entered into definitive agreements for the sale of the Russian business and the purchaser has obtained approval of the Russia Federal Antimonopoly Service for the transaction. Closing of the transaction is scheduled for August 20, 2015 and is subject to certain conditions precedent and the preparation and delivery of customary closing documentation.
Pursuant to the terms agreed, Trican will provide certain transitional services following closing of the transaction on terms that are customary for transactions of this nature. Trican will continue to offer its Completion Solutions products and services in Russia following the closing of the transaction, as such business will be retained by Trican.
Trican and Rosneft are also continuing to negotiate for the sale of Trican's Kazakhstan pressure pumping business. If the parties reach agreement on the terms of the sale of the Kazakhstan business, Trican expects that such sale would close in the fourth quarter of 2015. There is no guarantee that the parties will be able to agree on terms regarding the sale of the Kazakhstan business or complete the transaction on the terms agreed. Further, such transaction would be subject to approval by the Kazakhstan Antimonopoly Body, and final corporate approvals by Trican and the Purchaser.
The sale of the Russia pressure pumping business and potential sale of the Kazakhstan pressure pumping business further Trican's current strategy to focus on improving the profitability of our North American business during the current industry downturn and strengthening the North American regions on a go forward basis. Trican has recently terminated its operations in Australia and suspended its operations in Colombia and Saudi Arabia. Following the closing of the Russia and, if agreement is reached, Kazakhstan, transactions, as currently contemplated, Trican will continue to operate in Canada, the United States and Norway.
Morgan Stanley Canada Limited acted as financial advisors to Trican in this transaction.
Cautionary Statements Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as, "expect", "intend", "anticipate", and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking information in this news release relates, but is not limited to, statements with respect to: (a) the proposed sale of Trican's Russian pressure pumping business, including (i) the expected timing for completion of the transaction, (ii) the steps to complete the transaction including the satisfaction of conditions precedent, and (iii) the expected use of net proceeds therefrom; and (b) the potential sale of Trican's Kazakhstan pressure pumping business, including (i) the potential for Trican to successfully negotiate and enter into a definitive agreement with respect to such transaction and (ii) the timing for completion of such transaction.
The forward-looking information set out in this news release, is based on certain expectations and assumptions regarding, among other things: the ability of the parties to satisfy all other conditions to closing of the proposed Russian transaction; the ability of the parties to successfully negotiate and enter into an agreement relating and the sale of the Kazakhstan pressure pumping business; and the absence of further changes and further economic conditions which may otherwise effect the parties or the transactions.
Forward-looking information is subject to known and unknown risks and uncertainties and other factors which may cause actual results, events and achievements to differ materially from those expressed or implied in such forward-looking information. Such risks, uncertainties and factors include, among others, the risks that: the parties will not complete the proposed Russian transaction within the timeframe described in this press release, the parties will not be able to satisfy all conditions to closing of the proposed transaction; economic or other events may occur that would prevent Trican or the Purchaser from completing the Russian transaction on the terms agreed or at all; the parties will not be able to agree on terms relating to the sale of the Kazakhstan pressure pumping business, obtain necessary approvals for such transaction or otherwise successfully complete such transaction in accordance with agreed terms; and risks relating to the international nature of the proposed transaction, including the risks that Trican will be subject to liabilities under foreign laws and risks arising from the difficulty in seeking or enforcing judgments against the Purchaser in foreign jurisdictions for breaches of Trican's agreements with the Purchaser. The foregoing risk factors are not exhaustive. In addition, actual results could differ materially from those described in this press release as a result of the risk factors set forth under the section entitled "Risks Factors" in our Annual Information Form dated March 25, 2015. Readers are also referred to the risk factors and assumptions described in other documents filed by Trican from time to time with securities regulatory authorities.
Trican undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward looking information.
Headquartered in Calgary, Alberta, Trican has operations in Canada, the United States, Russia, Kazakhstan, Norway, Colombia, Saudi Arabia, and Australia. Trican provides a comprehensive array of specialized products, equipment and services that are used during the exploration and development of oil and gas reserves.
Requests for shareholder information should be directed to the undersigned.