Energy Services Acquisition Corp. Enters into Agreement to Acquire GasSearch Drilling Services Corporation
January 24 2008 - 7:45AM
PR Newswire (US)
HUNTINGTON, W.Va., Jan. 24 /PRNewswire-FirstCall/ -- Energy
Services Acquisition Corp. (AMEX:ESAAMEX:ESA-UAMEX:ESA-W) ("Energy
Services") announced today that it has entered into a Stock
Purchase Agreement to acquire GasSearch Drilling Services
Corporation, Parkersburg, West Virginia (the "GasSearch Drilling
Acquisition"). The agreed upon total acquisition cost to ESA is
$23.5 million, payable in a combination of cash and stock as
follows: (i) $17.5 million in cash to cover current debt and
capital expenditures already planned and (ii) a number of shares of
Energy Services common stock equal in value to $3.5 million based
upon the arithmetic average of the closing price of Energy Services
common stock as reported on the American Stock Exchange for the
five consecutive trading days beginning three trading days before
the announcement of the GasSearch Acquisition and the balance in
cash. GasSearch Drilling Service Corporation's entire management
team will remain with the company and its President and CEO, Denny
Harton, will continue to serve in that capacity. In addition,
Energy Services has agreed to enter into an employment agreement
with Mr. Harton, whereby Mr. Harton will become an Executive Vice
President of Energy Services. In addition, at the closing or as
soon thereafter as practicable, Mr. Harton will be appointed to
Energy Services Board of Directors. The closing of the GasSearch
Drilling Acquisition is subject to various closing conditions
including the acquisition of another business or businesses, such
that the total value of the businesses acquired have an aggregate
fair value of 80% of Energy Services net assets, as defined in its
initial public offering. In addition, the closing of the
acquisition is further conditioned on holders of less than 20% of
the shares of Energy Services common stock voting against the
transaction and electing to convert their Energy Services common
stock into cash from the trust fund established in connection with
Energy Services initial public offering. About GasSearch Drilling
GasSearch Drilling (GDS) is a company founded in December of 2006
that began doing business in 2007. Its primary business is the
drilling and servicing of Oil and Gas wells. It is a wholly owned
subsidiary of GasSearch Corporation. While GDS is a newly formed
company, its management team has a long and proven track record in
the oil and gas industry. Denny Harton from GasSearch Drilling
said, "I believe this transaction provides the rare opportunity for
our company to become part of a larger, more agile and diverse
organization that will enable us to provide more efficient services
to our customers and have the support of a strong infrastructure
that encourages growth." About Energy Services Corp. Based in
Huntington, West Virginia Energy Services is a publicly traded,
special purpose acquisition company ("SPAC") formed to invest in or
acquire companies in the energy services industry. The contemplated
transaction is subject to shareholder approval, along with certain
regulatory approvals including the filing of a proxy statement with
the Securities and Exchange Commission. "I couldn't be more pleased
than I am to have the opportunity to bring such a high caliber
Company and management team into the Energy Services Family. Denny
Harton has an outstanding history and reputation in his
businesses," said Marshall Reynolds, the Chairman and CEO of Energy
Services. "We look forward with great anticipation to the closing
of the transaction with this fine company". Forward Looking
Statements This press release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements are based on current expectations and
projections about future events and no party assumes on obligation
to update any such forward-looking statements. These forward-
looking statements are subject to known and unknown risks,
uncertainties and assumptions about Energy Services, and GasSearch
Drilling that may cause actual results to be materially different
from any future results expressed or implied by such
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other
similar expressions. Factors that might cause our future results to
differ from those statements include, but are not limited to, the
failure of Energy Services' stockholders to approve the acquisition
and the transactions contemplated thereby; the number and
percentage of Energy Services' stockholders voting against the
acquisition and electing to exercise their redemption rights;
changing and interpretations of generally accepted accounting
principles; costs associated with continued compliance with
government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which
GasSearch Drilling is engaged; the continued ability of GasSearch
Drilling to successfully execute their business plan involving the
proper management of its human resources and assets; demand for the
products and services that GasSearch Drilling provide. Additional
Information This communication is being made in respect of the
proposed transactions involving GasSearch Drilling and Energy
Services. In connection with the proposed transactions, Energy
Services will file with the Securities and Exchange Commission
("SEC") a proxy statement on Schedule 14A for the stockholders of
Energy Services describing the proposed transaction. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE ADVISED TO READ,
WHEN AVAILABLE, ENERGY SERVICES DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE MEETING OF ITS
SHAREHOLDERS BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. The definitive proxy statement will be mailed to
stockholders as of a record date to be established for voting on
the proposed transaction. Stockholders will also be able to obtain
a copy of the definitive proxy statement and other documents
related to the transaction that are filed with the SEC, without
charge, once available, at the SEC's Internet site
(http://www.sec.gov/) or by directing a request to Energy Services
Acquisition Corp. at 2450 First Avenue, Huntington, West Virginia.
As a result of the review by the SEC of the proxy statement, Energy
Services may be required to make changes to its description of the
acquired business or other financial or statistical information
contained in the proxy statement. Energy Services and its directors
and officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction with GasSearch Drilling. Information
regarding Energy Services' directors and executive officers is set
forth in Energy Services final prospectus dated August 30, 2006 and
the proxy statement relating to the proposed transaction with
Energy Services and their stockholders when it becomes available.
Energy Services final prospectus also contains a description of the
security holdings of the Energy Services' officers and directors
and of Ferris Baker Watts, the managing underwriter of Energy
Services initial public offering consummated on September 6, 2006,
and their respective interests in the successful consummation of
this business combination. DATASOURCE: Energy Services Acquisition
Corp. CONTACT: Edsel R. Burns of Energy Services Acquisition Corp.,
+1-304-522-3868
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