Seawell - completion of merger with Allis-Chalmers Energy Inc.
Hamilton, Bermuda (February 24, 2011)
Seawell Limited (OSE: SEAW) and Allis-Chalmers Energy Inc. (NYSE: ALY) announced today that the Allis-Chalmers stockholders approved the proposals related to the proposed merger of Allis-Chalmers into Wellco Sub Company, a wholly owned subsidiary of Seawell, at the special meeting held for such purpose yesterday, and that the merger has been completed.
Each share of Allis-Chalmers stock will be converted into either $4.25 in cash or 1.15 common shares of Seawell, depending on elections made by the Allis-Chalmers stockholders. Seawell and Allis-Chalmers anticipate that the final election results will be determined by March 4, 2011 and that the new common shares will be issued and tradable by the same date.
Based on the preliminary election results, approximately 97% of Allis-Chalmers stockholders elected to receive Seawell common shares and, as a result, Seawell may issue approximately 99 million common shares in connection with the merger. In addition approximately 1.75 million Allis-Chalmers options could be converted into approximately 2 million Seawell options pursuant to the merger.Upon the effective time of the merger, the size of the Board of Directors was increased from six to nine members in accordance with the provisions of the merger agreement, and Alf Ragnar Løvdal resigned from the Board of Directors. The following individuals were elected to the Board of Directors to fill the four vacancies: Saad Bargach, John Reynolds, Alejandro P. Bulgheroni and Giovanni Dell'Orto. Jorgen Peter Rasmussen resigned as Chairman and will remain as a Director. Saad Bargach was appointed Chairman. Tor Olav Trøim resigned as Deputy Chairman and will remain as a Director. Fredrik Halvorsen was appointed Deputy Chairman.
Seawell has on 25 November 2010, published a prospectus in connection with the listing of the company's shares on the Oslo Stock Exchange and the listing of the new common shares issued in connection with completion of the merger.
Jorgen Peter Rasmussen, +47 51 30 80 00
Thorleif Egeli, +47 51 30 80 00
Lars Bethuelsen, +47 51 30 80 00
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)