Calfrac shares rise after Wilks Brothers vows to make $26M takeover offer
Published Wednesday, September 2, 2020 12:21PM MDT
A pumpjack works at a well head on an oil and gas installation near Cremona, Alta., Saturday, Oct. 29, 2016. Calfrac Well Services Ltd. says a Texas company's proposed restructuring plan doesn't have sufficient support from unsecured noteholders so Calfrac will continue with a debt-for-stock swap announced in July. THE CANADIAN PRESS/Jeff McIntosh
CALGARY -- Shares in debt-laden Calfrac Well Services Ltd. jumped 10 per cent on Wednesday morning after a Texas rival committed to a takeover offer if shareholders reject a management-backed restructuring plan.
Wilks Brothers LLC has been forcefully urging Calfrac for more than a month to abandon its proposed reorganization plan made through a court-supervised Canada Business Corporations Act process in favour of a “superior” one advanced by Wilks.
But in a news release late Tuesday, Wilks vowed to make an 18-cents-per-share cash takeover offer for Calfrac if shareholders reject management's plan in a vote to be held on Sept. 17.
“It is clear to Wilks that the entrenched board and management of Calfrac have no intention of ever engaging with Wilks,” it said in the release, adding its offer is being made to offset “threats” by Calfrac management of no recovery at all if shareholders don't accept its proposal.
In trading in Toronto, Calfrac shares rose to 16.5 cents from their Tuesday close of 15 cents. In the past 52 weeks, they've ranged between $1.92 and 11 cents as demand for the company's oilfield services in the U.S. and Canada evaporated amid low oil prices.
The Wilks offer would value Calfrac at a total of about $26.1 million, although the U.S. company already owns just under 20 per cent of the shares.
In a news release Wednesday morning, Calfrac acknowledged the Wilks announcement and said it would “consider and evaluate” any offers - but stressed there is no official bid.
“No formal offer has been made and Calfrac shareholders are advised to take no action with respect to any Wilks Brothers offer until the special committee and board of directors has had an opportunity to fully review the offer, if and when received, and to make a recommendation as to its merits,” the company said.
It added it still recommends shareholders vote for its proposed reorganization.
The battle for Calfrac has pitched debtholders against shareholders, with the company noting its proposal has the backing of 78 per cent of holders of senior unsecured notes.
The reorganization must be supported by two-thirds of Calfrac's debtholders and shareholders in separate votes to proceed.
Wilks Brothers said previously its reorganization proposal — which it argues offers better recoveries for stakeholders and a stronger capital structure for Calfrac — would remain on the table if shareholders vote down the company plan.
Calfrac has responded by calling Wilks Brothers, which owns U.S. oilfield services rival ProFrac Services, a “wolf in sheep's clothing” whose real goal is a corporate takeover.
This report by The Canadian Press was first published Sept. 2, 2020