CALGARY, Alberta, Aug. 01, 2017 (GLOBE NEWSWIRE) -- Ceiba Energy Services Inc. ("Ceiba") (TSX VENTURE – CEB) is pleased to announce the completion of the previously announced acquisition of Ceiba by SECURE Energy Service Inc. ("SECURE") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").
Under the terms of the Arrangement, SECURE acquired all of the issued and outstanding common shares in the capital of Ceiba (the "Ceiba Shares"). Each holder of Ceiba Shares (a "Ceiba Shareholder") received either: (i) $0.205 in cash per Ceiba Share (the "Cash Consideration"); (ii) 0.02115 of a common share in the capital of SECURE per Ceiba Share (the "Share Consideration"); or (iii) a combination of the Cash Consideration and Share Consideration at the election of the Ceiba Shareholder. Based on the elections of Ceiba Shareholders, SECURE paid an aggregate consideration of $26.0 million, subject to working capital and post-closing adjustments, comprised of $24.3 million in cash and the issuance of 189,965 common shares of SECURE (subject to rounding individual entitlements) to acquire all of the Ceiba Shares.
SECURE also acquired all $2,402,000 principal amount of 9% unsecured convertible debentures of Ceiba (the "Ceiba Debentures") at a price of $1,215 for each $1,000 principal amount of Ceiba Debenture outstanding. In addition, SECURE assumed approximately $8.2 million of indebtedness of Ceiba and paid for certain additional expenses of Ceiba in connection with the Arrangement.
Immediately following the completion of the Arrangement, SECURE amalgamated with Ceiba. The amalgamated corporation will continue business under the name of "Secure Energy Services Inc.".
The Ceiba Shares are expected to be delisted from the TSX Venture Exchange within two or three business days following the completion of the Arrangement.
Letters of Transmittal have been forwarded to registered Ceiba Shareholders and holders of Ceiba Debentures to be utilized in order to exchange their Ceiba Shares and/or Ceiba Debentures for the consideration payable pursuant to the Arrangement. Additional copies of the Letter of Transmittal may be obtained on SEDAR or by contacting Computershare Trust Company of Canada.
ABOUT CEIBA ENERGY SERVICES INC.
Ceiba provides specialized services to the energy sector, specifically to companies involved in the exploration, extraction and production of oil and natural gas in Western Canada. Ceiba develops and constructs facilities in proximity to its customers to provide treatment of crude oil emulsion, terminalling, storage and marketing of oil and disposal of production water.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this new release constitute "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as forward-looking statements). When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions, are intended to identify forward-looking statements. In particular, this document contains or implies forward-looking statements pertaining to the anticipated delisting of the Ceiba Shares.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. 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. The forward-looking statements in this document 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.