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CWC Energy Services Corp. — Proxy Solicitation & Information Statement 2023
Oct 11, 2023
45009_rns_2023-10-11_9a6790ae-d4de-4188-b091-43171048bef2.pdf
Proxy Solicitation & Information Statement
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CWC ENERGY SERVICES CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
When: November 6, 2023 at 10:00 a.m. (Calgary time)
Where: In-person only in the Edmund Taylor Room, Stock Exchange Tower, located at 202, 300 – 5th Avenue S.W., Calgary, Alberta
NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of holders (" Shareholders ") of common shares (" Company Shares ") of CWC Energy Services Corp. (" CWC " or the " Company ") will be held on November 6, 2023 at 10:00 a.m. (Calgary time) in the Edmund Taylor Room, Stock Exchange Tower, located at 202, 300 – 5th Avenue S.W., Calgary, Alberta for the following purposes:
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to consider, pursuant to an interim order (the " Interim Order ") of the Court of King's Bench of Alberta dated October 2, 2023, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution ") approving a proposed arrangement (the " Arrangement ") involving CWC, Precision Drilling Corporation (" Precision ") and the Shareholders, pursuant to section 193 of the Business Corporations Act (Alberta) (the " ABCA "), whereby, among other things, Precision will acquire all of the issued and outstanding Company Shares for cash and share consideration of up to 947,909 shares of Precision and approximately $13,725,943 in cash (subject in each case to adjustment for dissenting Shareholders), pursuant to which the Shareholders will receive, subject to proration in each case, at their election (a) 0.002124306 of a common share of Precision for each Company Share held, (b) $0.196668 in cash for each Company Share held, or (c) a combination of cash and Precision shares for all Company Shares of such Shareholder, as more particularly described in the accompanying management information circular of CWC dated October 2, 2023 (the " Information Circular "). The full text of the Arrangement Resolution is set forth in Appendix A to the Information Circular; and
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to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Specific details of the matters to be put before the Meeting are set forth in the Information Circular. The full text of the plan of arrangement (the " Plan of Arrangement ") implementing the Arrangement is attached as Schedule "A" to the Arrangement Agreement which is attached as Appendix B to the Information Circular. The full text of the Interim Order is attached as Appendix C to the Information Circular. Registered holders of Company Shares (" Registered Shareholders ") on October 2, 2023 (the " Record Date ") are entitled to receive notice of and attend the Meeting. Only Registered Shareholders are entitled to vote either in-person or by proxy in advance or at the Meeting. If you acquire your Company Shares after the Record Date and wish to vote in-person or by proxy at the Meeting, you must produce properly endorsed Company Share certificates or otherwise establish that you own the Company Shares and request through our transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not later than ten days before the Meeting, that your name be included in the list of Registered Shareholders entitled to vote in-person by proxy at the Meeting.
If you are not a Registered Shareholder and instead receive materials through your broker, investment dealer, bank, trust company or other intermediary (each, an " Intermediary "), please complete the form of proxy or voting instruction form provided to you by your Intermediary in accordance with the instructions provided therein.
It is important to us at CWC that you exercise your vote. If you are a Registered Shareholder, please attend the Meeting or any adjournment thereof to vote in-person or (i) complete and sign the enclosed applicable instrument of proxy and return it to the Company's transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or (ii) complete the form of proxy online at www.investorvote.com. In order to be acted upon at the Meeting, validly completed instruments of proxy must be returned by 10:00 a.m. (Calgary time) on November 2, 2023, or, if the Meeting is adjourned or postponed, at least 48 hours prior to such adjourned or postponed Meeting (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta). The Chair of the Meeting may waive, without notice, the time limit for deposit of proxies.
Pursuant to the Interim Order, Registered Shareholders have been granted the right to dissent with respect to the Arrangement Resolution and, if the Arrangement is completed, to be paid the fair value of their Company Shares by CWC in accordance with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. A Registered Shareholder's right to dissent is more particularly described in the Information Circular, as well as in the text of the Interim Order and the text of section 191 of the ABCA, which are attached as Appendix C and Appendix E, respectively, to the Information Circular. To exercise such right to dissent, a dissenting Shareholder must send to CWC, c/o Burnet, Duckworth & Palmer LLP, Suite 2400, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1, Attention: Craig Alcock (email: [email protected]), a written objection to the Arrangement Resolution not later than 4:00 p.m. (Calgary time) on October 30, 2023 (or the date that is five business days immediately prior to the date of any adjournment or postponement of the Meeting). Failure to strictly comply with the requirements set forth in section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.
Persons who are beneficial owners of Company Shares ("Beneficial Shareholders") registered in the name of an Intermediary who wish to dissent should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise the right of dissent must make arrangements for the Company Shares beneficially owned by such Beneficial Shareholder to be registered in the Beneficial Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by, or on behalf of, CWC or, alternatively, make arrangements for the registered holder of such Company Shares to dissent on behalf of the Beneficial Shareholder. It is strongly recommended that any Shareholder wishing to dissent seek independent legal advice.
DATED this 2[nd] day of October, 2023.
BY ORDER OF THE BOARD OF DIRECTORS OF CWC ENERGY SERVICES CORP.
(signed) " Duncan T. Au "
Duncan T. Au President and Chief Executive Officer