March 19, 2007
Hercules Offshore and TODCO agree to merge
Hercules Offshore, Inc. (Nasdaq: HERO) and TODCO (NYSE: THE) report that they have entered into a definitive agreement that will see Hercules acquire 100 percent of TODCO's outstanding stock in a $2.3 billion stock and cash deal.
Hercules expects the transaction will create the world's fourth largest jackup fleet and establish it as a leader in both barge drilling and liftboats.
The combined company will operate a fleet of 33 jackup rigs, 27 barge rigs, 64 liftboats, three submersible rigs, nine land rigs and one platform rig and have operations in ten different countries on five continents.
The boards of both companies unanimously approved the transaction. Closing of the transaction is subject to regulatory approvals and other customary conditions, as well as both Hercules Offshore and TODCO shareholder approval.
"This transaction positions Hercules Offshore as one of the leading shallow water oil service providers globally," said Randy Stilley, Hercules Offshore's CEO, President and Director.
Jan Rask, President, CEO and Director of TODCO, commented, "We are very pleased with the signing of this agreement with Hercules Offshore and believe this transaction maximizes value for shareholders. Shareholders have an opportunity to realize cash while continuing to participate in a robust offshore drilling market through an entity with a balanced capitalization. In addition, we believe the Hercules Offshore management team has proven acquisition and integration capabilities and will continue to capitalize on growth opportunities that exist in the fragmented offshore jackup drilling market."
Following the transaction, the Hercules Offshore senior management team will continue, under the leadership of Randy Stilley, to be governed by the Hercules Offshore board of directors, which will include three TODCO directors. I
In addition to Randy Stilley, the following persons will comprise the Hercules Offshore senior management team upon closing of the transaction:
John Rynd, Senior VP and COO
Under the terms of the agreement, TODCO shareholders will receive average total consideration equal to 0.979 shares of Hercules Offshore and $16.00 in cash for each share of TODCO common stock outstanding, or an estimated 56.9 million shares of Hercules Offshore and cash of $930.7 million. This represents $42.01 per share of consideration to be received by the TODCO shareholders based on the closing price of Hercules Offshore on March 16, 2007, and represents a premium of approximately 28% to TODCO's closing price on March 16, 2007 and 25% to the average closing price over the last 30 days. The exact amount of the cash and stock consideration to be received by each TODCO shareholder will be determined by elections and an equalization formula.
It is anticipated that the transaction will be tax free to TODCO and the stock portion of the consideration will be received tax free by its shareholders. Upon completion of the transaction, which is expected to be in mid-2007, it is anticipated that TODCO shareholders will own approximately 64%, and that Hercules Offshore shareholders will own approximately 36% of the combined company.
Hercules Offshore will fund its acquisition of TODCO through existing cash on hand and a senior secured term loan facility which has been underwritten by UBS Investment Bank. The Company plans to use cash from operations in the years ahead to expeditiously repay the fully pre-payable term loan.