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Disclaimer
Confidential
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, Seawell's 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.
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 SEC's website (www.sec.gov). You may also obtain
these documents, free of charge, from Seawell's 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 Seawell's
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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