- Amended Statement of Ownership: Solicitation (SC 14D9/A)
09 September 2010 - 11:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
SUPERIOR WELL SERVICES, INC.
(Name of Subject Company)
SUPERIOR WELL SERVICES, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86837X105
(CUSIP Number of Class of Securities)
David E. Wallace
Chief Executive Officer
1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701
(724) 465-8904
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Brett E. Braden
Michael E. Dillard
Latham & Watkins LLP
717 Texas Avenue, Suite 1600
Houston, Texas 77002
(713) 546-5400
o
|
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
|
This Amendment No. 5 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 of Superior Well Services, Inc. (the
Company
) filed with the Securities
and Exchange Commission (the
SEC
) on August 12, 2010 (together with Amendment No. 1
thereto filed with the SEC on August 24, 2010, Amendment No. 2 thereto filed with the SEC on August
27, 2010, Amendment No. 3 thereto filed with the SEC on August 31, 2010 and Amendment No. 4 thereto
filed with the SEC on September 2, 2010, the
Schedule 14D-9
). The Schedule 14D-9 relates
to the tender offer by Diamond Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Nabors Industries Ltd., a Bermuda exempt company, disclosed in the Tender Offer
Statement on Schedule TO filed with the SEC on August 12, 2010, as amended by Amendment No. 1
thereto filed with the SEC on August 24, 2010, Amendment No. 2 thereto filed with the SEC on August
30, 2010 and Amendment No. 3 thereto filed with the SEC on September 2, 2010 Amendment No. 4
thereto filed with the SEC on September 8, 2010 and Amendment No. 5 thereto filed with the SEC on
September 9, 2010, to purchase all of the outstanding shares of common stock of the Company, par
value $0.01 per share (the
Shares
), at a purchase price of $22.12 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions set forth in the
offer to purchase, dated August 11, 2010 (as amended or supplemented from time to time, the
Offer to Purchase
), and in the related letter of transmittal (as amended or supplemented
from time to time, the
Letter of Transmittal
). Copies of the Offer to Purchase and the
Letter of Transmittal were filed with the Schedule 14D-9 as
Exhibits (a)(1)(A)
and
(a)(1)(B)
, respectively.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms
in the Schedule 14D-9.
Item 8.
Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following
heading and paragraphs following the paragraph under the heading Annual Report on Form
10-K:
Expiration of the Offer.
The Offer expired at midnight (New York City time) on September 8, 2010. Based on
final information provided by the depository for the Offer, as of 12:01 a.m. (New York
City time) on September 9, 2010, a total of 28,457,901 Shares had been validly tendered
and not withdrawn from the Offer, representing approximately 92.4% of the Shares
outstanding as of 12:01 a.m. (New York City time) on September 9, 2010. Additionally, the
depository for the Offer has advised Parent and Purchaser that an additional 2,781,521
Shares have been tendered by notice of guaranteed delivery.
Parent
has advised the Company that all Shares that were validly tendered
during the Offer have been accepted for payment, and Parent intends
to complete the acquisition of the Company through a short-form
merger under Delaware law on or about September 10, 2010. As described in the Merger Agreement, each of the remaining Shares outstanding (other
than (i) Shares owned by the Company, Parent or Purchaser or their respective
subsidiaries, which will be canceled and will cease to exist, and (ii) Shares owned by the
Companys stockholders who perfect their appraisal rights under the DGCL) will be
converted into the right to receive the Offer Price. Following the Merger, the Shares
will no longer be listed on the NASDAQ.
On September 9, 2010, Parent issued a press release announcing the results of the
Offer. A copy of the press release is included as
Exhibit (a)(7)
hereto and is
incorporated herein by reference.
Item 9.
Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended
and supplemented by adding the following exhibit:
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
|
(a)(7)
|
|
Press Release issued by Parent, dated
September 9, 2010, announcing the completion of
the tender offer (incorporated by reference to
Exhibit (d)(7) to Amendment No. 5 to Schedule
TO, filed by Parent and Purchaser with the SEC
on September 9, 2010.
|
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
|
|
|
|
|
|
SUPERIOR WELL SERVICES, INC.
|
|
|
By:
|
/s/
Thomas W. Stoelk
|
|
|
|
Thomas W. Stoelk
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
Dated:
September 9, 2010
3
Superior Well Services (MM) (NASDAQ:SWSI)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Superior Well Services (MM) (NASDAQ:SWSI)
Historical Stock Chart
Von Jun 2023 bis Jun 2024