On December 9, 2016, Total Energy Services Inc. (“Total” or the “Offeror”) announced that it has formally commenced an offer (the “Offer”) to the shareholders of Savanna Energy Services Corp. (“Savanna”) to acquire all of the issued and outstanding common shares of Savanna (the “Savanna Shares”) in exchange for common shares of Total (the “Offeror Shares”). Holders of Savanna Shares who accept the Offer will receive, in exchange for each Savanna Share acquired by Total under the Offer, 0.1300 of an Offeror Share.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 11:59 P.M. (PACIFIC TIME) ON MARCH 24, 2017 UNLESS THE OFFER IS ACCELERATED OR EXTENDED BY THE OFFEROR OR WITHDRAWN BY THE OFFEROR.
Based upon the volume weighted average price of the Offeror Shares for the five trading days following November 23, 2016, the date Total announced its intention to make the Offer, being $13.40 per share, the consideration offered pursuant to the Offer has a value of $1.74 per Savanna Share. The exchange ratio was determined with reference to the $1.45 per share price at which Savanna has agreed to issue up to 27,950,000 Savanna Shares, as announced by Savanna on November 22, 2016 (the “Savanna Issue Price”) and represents a 15% increase from the exchange ratio contemplated in Total’s November 23, 2016 news release. Based on these values, the Offer represents a 20% premium to the Savanna Issue Price.
Effective November 29, 2016, Total entered into support agreements with certain Savanna Shareholders. The total number of Savanna Shares subject to the support agreements represents approximately 44% of the issued and outstanding Savanna Shares (prior to giving effect to the issuance of shares by Savanna in connection with the transactions announced by it on November 22, 2016).
Total will mail the Offer and take-over bid circular (collectively, the “Bid Circular”), the related letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”) to Savanna’s shareholders (the “Savanna Shareholders”), registered holders of convertible securities of Savanna and other persons who are entitled to receive those documents under applicable laws.