Element Technical Services acquires Canada's Essential Energy Services

Company

Element Technical Services Inc.

Law Firm / Organization
McCarthy Tétrault LLP

On September 15, 2023, Essential Energy Services Ltd. announced its definitive amalgamation agreement with Element Technical Services Inc., whereby Element will acquire all outstanding common shares of Essential for $0.40 per share, totaling an enterprise value of approximately C$59.8 million (US$77.7 million). This price represents a 12% premium over Essential's 20-day volume weighted average on the Toronto Stock Exchange and a 10% premium to its closing price as of September 14, 2023. The transaction is expected to enhance shareholder value and expand product offerings.

The agreement involves Essential amalgamating with Element’s wholly-owned subsidiary, Subco, resulting in an amalgamated entity, Amalco, becoming a subsidiary of Element. Essential shareholders, except those dissenting, will receive one Amalco redeemable preferred share per Essential share, redeemable for C$0.54 (US$0.40) in cash.

Approval from 66 2/3% of Essential’s voting shareholders and, if necessary, a majority excluding certain shareholders, is required at a special meeting scheduled for November 7, 2023. The amalgamation is contingent on TSX approval and other regulatory conditions.

The agreement includes customary representations, warranties, and non-solicitation covenants. Essential's board, after consulting financial and legal advisors, unanimously recommended the transaction, deeming it in the best interests of Essential and its shareholders. The directors and executive officers of Essential, holding approximately 3.1% of the shares, have agreed to support the amalgamation.

Merger & Acquisition
Energy
$ 59,800,000
Closed
10 November 2023