- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 26 2010 - 6:58AM
Edgar (US Regulatory)
Filed by Seawell Limited. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Allis-Chalmers Energy Inc.
Commission File No. of Subject Company: 001-02199
This filing relates to the proposed merger of
Wellco Sub Company, a wholly owned subsidiary of Seawell Limited, with Allis-Chalmers Energy Inc., pursuant to the terms of an Agreement and Plan of Merger, dated as of August 12, 2010, by and among Seawell Limited, Wellco Sub Company and
Allis-Chalmers Energy Inc.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases
such as will, anticipate, estimate, expect, project, intend, plan, believe, target, forecast, and other words and terms of
similar meaning. These forward-looking statements involve a number of risks and uncertainties. Seawell and Allis-Chalmers caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Seawell and Allis-Chalmers, including future
financial and operating results, Seawells and Allis-Chalmers plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Important factors that
could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Allis-Chalmers filings with the Securities and Exchange Commission. These include risks and uncertainties relating to: the
ability to obtain the requisite Allis-Chalmers stockholder approval; the risk that Allis-Chalmers or Seawell may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may
delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic conditions and related uncertainties; and the effect of changes in governmental
regulations. Neither Seawell nor Allis-Chalmers undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
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Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The publication or distribution of this
communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law,
Seawell, Allis-Chalmers and their respective affiliates disclaim any responsibility or liability for the violation of such restrictions by any person. In connection with the proposed merger between Seawell and Allis-Chalmers, Seawell will
file with the SEC a Registration Statement on Form F-4 that will include a proxy statement of Allis-Chalmers that also constitutes a prospectus of Seawell. Seawell and Allis-Chalmers will mail the proxy statement/prospectus to the Allis-Chalmers
stockholders. Seawell and Allis-Chalmers urge investors and stockholders to read the proxy statement / prospectus regarding the proposed merger when it becomes available, as well as other documents filed with the SEC, because they will contain
important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these documents, free of charge, from Seawells website
(www.seawellcorp.com) under the tab Investors. You may also obtain these documents, free of charge, from Allis-Chalmers website (www.alchenergy.com) under the tab For Investors and then under the heading SEC
Filings.
Participants In The Merger Solicitation
Seawell, Allis-Chalmers, and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Allis-Chalmers stockholders in favor of the
merger and related matters. Information regarding the persons, who may, under the rules of the SEC, is deemed participants in the solicitation of Allis-Chalmers stockholders in connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find information about Allis-Chalmers executive officers and directors in its definitive proxy statement filed with the SEC on April 30, 2010. Additional information about
Seawells executive officers and directors and Allis-Chalmers executive officers and directors can be found in the above-referenced Registration Statement on Form F-4 when it becomes available. You can obtain free copies of these
documents from Seawell and Allis-Chalmers using the contact information above.
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SEAW - Approved for Listing on the Oslo Børs
Seawell Limited shares are admitted for listing on Oslo Børs by The Board of Oslo Børs (Oslo Stock Exchange)
Hamilton, Bermuda (November 25, 2010)
Reference is made to news release of September 23, 2010 where Seawell Limited informed about the intent to apply for listing of its shares on the
Oslo Stock Exchange.
The Board of Oslo Børs (Oslo Stock Exchange) resolved in its meeting on November 24, 2010 to admit shares in
Seawell Limited for listing on Oslo Børs.
The Financial Supervisory Authority of Norway has today approved the listing prospectus.
The prospectus will be available at http://www.seawellcorp.com/ and http://www.platoumarkets.com/.
The prospectus can also be obtained from:
Seawell Management AS
Løkkeveien 107
P.O. Box 332
4002 Stavanger Norway
Telephone: +47 51 30 80 00
Fax: +47
51 30 80 01
RS Platou Markets
AS
Haakon VIIs gate 10
P.O. Box 1474 Vika N-0116
Oslo Norway
Telephone: +47 22 01 63 00
Telefax: +47 22 01 63 10
The Company will have its first trading day, tomorrow, Friday
November 26, 2010.
The Company has retained RS Platou Markets AS as manager (the Manager) and Wiersholm, Mellbye &
Bech, advokatfirma AS as legal adviser in connection with the listing process
This information is subject of the disclosure requirements acc.
to §5-12 vphl (Norwegian Securities Trading Act).
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