SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section) 240.14a-11(c) or
(section) 240.14a-12
POOL ENERGY SERVICES CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
POOL ENERGY SERVICES CO.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11.
--------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------
<PAGE>
Nabors Industries to Acquire Pool Energy Services for $518 Million; Pool
Shareholders to Receive 1.025 Shares of Nabors For Each Pool Share
HOUSTON, Jan. 11 /PRNewswire/ -- Nabors Industries, Inc. (Amex: NBR) and
Pool Energy Services Co. (Nasdaq: PESC) today announced that the boards of
directors of both companies have unanimously approved a definitive merger
agreement for a tax-free, stock-for-stock transaction that will be accounted for
using the purchase method of accounting. Under the agreement, Pool shareholders
will receive 1.025 shares of Nabors common stock for each share of Pool they
currently own. This transaction implies a value of $16.46 per Pool share based
on Nabors' closing stock price of $16.06 on January 8, 1999, and a total value
of approximately $518 million, including $144 million in assumed net debt.
Nabors and Pool also announced today that the Special Meeting of Pool
Shareholders, originally scheduled for January 12, 1999, has been canceled.
The combined entity will operate approximately 440 land drilling and 750
workover/well-servicing rigs in North America, 100 drilling and workover rigs
internationally, and 60 offshore rigs both domestically and internationally.
Combined pre-merger revenues for the twelve months ending September 30, 1998
were $1.6 billion with operating income of $279 million.
Eugene Isenberg, chairman and chief executive officer of Nabors, said, "We
are very pleased to have concluded an agreement with Pool. Pool has a loyal and
committed workforce, which will be a great complement to our own employee base.
The current reduced activity levels and uncertainty of tomorrow's market
environment makes this combination particularly timely and beneficial. Our
agreement provides a substantial premium to Pool's shareholders and the all
stock consideration enables us to maintain a conservative financial structure."
Mr. Isenberg continued, "The elimination of redundant overhead costs and
the realization of even broader purchasing and operating economies of scale will
provide immediate and substantial savings. We expect that these savings will
multiply over the course of time as further rationalization of facilities and
operations are completed, and marketing synergies are implemented. These ongoing
benefits should result in increased utilization of assets and reduced capital
spending. Of equal importance will be the increased operating efficiency we can
offer to both companies' customers, along with a broader worldwide presence and
array of services."
Mr. Isenberg added, "Pool and Nabors are a good fit. The combined entity
will enjoy a broader geographic presence in land and offshore operations, both
domestically and internationally. Likewise, Pool's shareholders will benefit
from a much larger exposure to land drilling operations in Canada and the U.S.
Lower 48."
"Pool's Sea Mar (marine transportation), well-servicing and workover
businesses will further diversify Nabors' revenue stream. The larger Gulf of
Mexico offshore operations will potentially offer enhanced opportunities for
Pool's Sea Mar fleet. Pool's operating entities have earned excellent
reputations within the industry and we look forward to working with them,"
concluded Mr. Isenberg.
James Jongebloed, chairman and chief executive officer of Pool, said, "Our
<PAGE>
board of directors unanimously concluded that a merger with Nabors under this
structure is in the best interests of Pool's shareholders, customers and
employees. This transaction provides Pool shareholders with a large premium for
their investment in Pool and the opportunity to fully participate in the upside
potential inherent in this powerful combination. We look forward to a rapid
completion of this transaction and working with Nabors to ensure the smoothest
transition possible."
The transaction is conditioned upon, among other things, the approval of
Pool's shareholders and the usual regulatory approvals. The complete terms and
conditions of the transaction will be set forth in the offering documents to be
filed with the Securities and Exchange Commission. The merger is expected to
close in the second quarter of 1999.
Merrill Lynch & Co. is acting as financial advisor to Nabors. Morgan
Stanley & Co. Incorporated is acting as financial advisor and provided a
fairness opinion to Pool.
Pool Energy Services Co., headquartered in Houston, is a diversified energy
services company principally engaged in providing well-servicing, workover and
drilling services and related transportation services on land and offshore in
the U.S. and selected international markets.
Nabors actively markets over 400 land drilling rigs worldwide. Offshore,
the Company operates 25 platform rigs, six jack-ups and two barge drilling rigs.
The Company participates in most of the significant oil, gas and geothermal
drilling markets in the world. Nabors also manufactures top drives and drilling
instrumentation systems and provides comprehensive oilfield engineering, civil
construction, logistics and facility maintenance and project management
services.
/CONTACT: Dennis A. Smith of Nabors Industries, Inc., 281-874-0035; Andrew
Brimmer or Dan Katcher of Abarnathy MacGregor Frank, 212-371-5999, for Nabors;
David Oatman of Pool Energy Services, 713-954-3316; or Ruth Pachman or Kimberly
Kriger of Keket and Company, 212-521-4800
/ 08:26 EST
1513 01/11/99 08:26 EST HT
TICKER: NBR PESC
SUBJECT: DRIL OILE OILO TX MNA
Copyright (c) 1999 PR Newswire
Received by NewsEDGE/LAN: 1/11/99 8:39 AM
