CALGARY, ALBERTA, June 20, 2017 – Critical Control Energy Services Corp. (“Critical Control” or the “Corporation”) (TSX:CCZ) is providing an important update to the proposed plan of arrangement (the “Plan of Arrangement”), the details of which are contained in the information circular dated May 26, 2017 (the “Information Circular”) mailed to all shareholders of record as of May 25, 2017 for the Corporation’s Annual and Special Meeting of Shareholders to be held on June 29, 2017.
Under the proposed Plan of Arrangement, all registered shareholders must return a properly completed Letter of Transmittal and Election Form to Computershare Trust Company of Canada in accordance with the instructions contained therein prior to the Election Deadline of 10:00 am (Mountain Standard Time), June 27, 2017.
Any shareholder who holds their common shares in a brokerage account, must contact their broker to advise their election such that the broker can complete the Letter of Transmittal and Election Form on their behalf prior to the Election Deadline.
Shareholders may either elect to:
- exchange all or a portion of their Common Shares for a new series of Preferred Shares on the basis of 0.0775 Preferred Share for each Common Share held (the “Share Exchange”), up to the aggregate maximum of 29,992,500 Common Shares (the “Maximum Conversion Shares”), subject to proration; or
- exchange none of their Common Shares into Preferred Shares (the “Status Quo Election”).
No fractional Preferred Shares will be issued; the nearest whole number of Preferred Shares will be issued, with fractions equal to 0.5 or more being rounded up.
Shareholders who elect to make a Share Exchange and who would receive fewer than 100 Preferred Shares on the exchange of their tendered Common Shares will receive a cash payment of $0.155 per tendered Common Share (the “Cash Consideration”).
Shareholders who fail to submit a Letter of Transmittal and Election Form and who hold 1,290 or fewer Common Shares will automatically receive the Cash Consideration (the “Minor Shareholders”).
If fewer than the Maximum Conversion Shares are voluntarily tendered for exchange pursuant to the Share Exchange, all of the Common Shares of holders who either: (i) failed to submit a Letter of Transmittal and Election Form (other than Minor Shareholders); or (ii) failed to validly make the Status Quo Election for all of their Common Shares (“Non-electing Shareholders”), will be exchanged for Preferred Shares on a pro rata basis until the Maximum Conversion Shares limit is reached (the “Automatic Share Conversion”).
If an Automatic Share Conversion is required, Non-electing Shareholders who receive fewer than 100 Preferred Shares on the pro rata exchange of their Common Shares will receive the Cash Consideration and will not receive Preferred Shares. If a Non-electing Shareholder receives the Cash Consideration, its redeemed Common Shares are excluded for the purpose of calculating the Maximum Conversion Shares.
If a registered Shareholder does not want to be subject to the Automatic Share Conversion, they must ensure that Computershare Trust Company of Canada receives their Letter of Transmittal and Election Form prior to the Election Deadline.
About Critical Control
Critical Control provides solutions for the collection, control and analysis of measurement and operational data related
to oil and gas wells across North America. We provide services to capture the data, cloud-based software to visualize
and manage it and the business intelligence to make quicker and more informed operational decisions.
For further information
President & CEO
Tel (403) 705-7500
This press release contains “forward-looking information” within the meaning of Canadian securities legislation.
Forward-looking information generally refers to disclosure about an issuer’s business, capital, or operations that is
prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial
performance or financial position.
The forward-looking information in this press release relates to the proposed terms of the Plan of Arrangement. No
assurance can be given that the Plan of Arrangement will close on these terms or that the Plan of Arrangement will
close at all. Actual results could differ materially from those anticipated in this press release due to prevailing economic
conditions, failure to obtain the requisite regulatory and security holders approvals, and other factors, many of which
are beyond the control of the Corporation.
The Corporation assumes no obligation to update or revise the forward-looking information in this press release, unless
it is required to do so under Canadian securities legislation.