Allis-Chalmers Energy Announces Record Date and Meeting Date for Special Meeting of Stockholders in Connection with Merger
25 Januar 2011 - 10:27PM
Business Wire
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.
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