CALGARY, AB, June 6, 2024 /CNW/ - SECURE Energy Services Inc. ("SECURE") (TSX: SES) announced today the preliminary results of its substantial issuer bid (the "Offer"), pursuant to which SECURE offered to purchase for cancellation up to $250 million of its outstanding common shares (the "Shares") from holders of Shares (the "Shareholders") for cash. The Offer expired at 5:00 p.m. (Eastern time) on June 5, 2024.
In accordance with the terms and conditions of the Offer and based on the preliminary count by Odyssey Trust Company, as depositary for the Offer (the "Depositary"), SECURE expects to take up and pay for approximately 21,929,819 Shares at a price of $11.40 per Share under the Offer (the "Purchase Price"), representing an aggregate purchase amount of approximately $250 million and 8.33% of SECURE's issued and outstanding Shares before giving effect to the Offer. Immediately following completion of the Offer, SECURE expects to have 241,178,566 Shares issued and outstanding.
Approximately 40,507,847 Shares were validly tendered and not withdrawn pursuant to the Offer. Since the Offer was oversubscribed, Shareholders who made auction tenders at the Purchase Price and Shareholders who made, or were deemed to have made, purchase price tenders will have the number of Shares purchased prorated following the determination of the final results of the Offer (other than "odd lot" tenders, which are not subject to proration). SECURE currently expects that Shareholders who made auction tenders at the Purchase Price and Shareholders who made, or were deemed to have made, purchase price tenders will have approximately 81.9% of their tendered Shares purchased by SECURE. Shareholders who made auction tenders at a price in excess of the Purchase Price should not expect to have any of their Shares purchased by SECURE.
Payment and settlement of the Shares purchased pursuant to the Offer will be effected by the Depositary in accordance with the settlement procedures described in the Offer Documents (as defined below) and applicable law.
The number of Shares validly tendered and not withdrawn, the number of Shares expected to be purchased, the proration factor and the Purchase Price referred to above are all preliminary and subject to verification by the Depositary as well as the proper delivery of all Shares tendered (including Shares tendered pursuant to guaranteed delivery procedures). Upon take up and payment of the Shares purchased, SECURE will issue a press release disclosing the final results.
The full details of the Offer are described in the offer to purchase and issuer bid circular dated April 29, 2024, as well as the related letter of transmittal and notice of guaranteed delivery (the "Offer Documents"), copies of which were filed and are available under SECURE's profile on SEDAR+ at www.sedarplus.com.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.
Forward Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the number of Shares expected to be taken up and paid for under the Offer, the Purchase Price and the aggregate amount SECURE expects to pay on take up and payment of tendered Shares in connection with the Offer; the number of Shares outstanding; the anticipated proration due to oversubscription; expectations for Shareholders who have made auction tenders at a price in excess of the Purchase Price; the number of Shares to be taken up and paid for pursuant to proportionate tenders; further communication regarding completion of the Offer and the payment for Shares in accordance with the Offer, including the timing thereof. SECURE believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading "Risk Factors" in SECURE's Annual Information Form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.com.
Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's extensive infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by our energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle by-products and protect the environment.
SECURE's Shares trade under the symbol "SES" and are listed on the TSX. For more information, visit www.SECURE-energy.com.
SOURCE SECURE Energy Services Inc.
