CE Franklin Ltd. (NASDAQ: CFK; TSX: CFT) (" CE Franklin") announced today that it has entered into an arrangement agreement (the " Arrangement Agreement") with a wholly owned National Oilwell Varco, Inc. ("NOV") subsidiary, NOV Distribution Services ULC (" NDS"), pursuant to which, NDS has agreed to acquire all of the issued and outstanding common shares (the " Common Shares") of CE Franklin for consideration of CAD$12.75 in cash per Common Share. The transaction will be implemented by way of a statutory plan of arrangement (the " Arrangement").
The total consideration payable under the Arrangement is approximately CAD$240 million. The consideration per Common Share represents a 36% premium to the closing price of the Common Shares on the TSX on May 30, 2012 and a 36% premium to the volume weighted average price of the Common Shares on the TSX over the 20-day period prior to April 17, 2012, when the Company announced that it was conducting a review of strategic alternatives.
The board of directors of CE Franklin (the " CE Franklin Board"), after receiving the recommendation of the special committee of the CE Franklin Board has , other than abstaining directors, unanimously approved the Arrangement and the entering into of the Arrangement Agreement. CIBC World Markets Inc., CE Franklin's financial advisor, has provided the CE Franklin Board with its opinion to the effect that, subject to certain assumptions, limitations and qualifications set forth therein, the consideration to be received by the holders of Common Shares pursuant to the Arrangement is fair, from a financial point of view, to such holders. CE Franklin's largest shareholder, Schlumberger, and all of the members of the CE Franklin Board and CE Franklin's executive officers, who collectively own approximately 57% of the outstanding Common Shares, have agreed to vote their Common Shares in favour of the Arrangement in accordance with the terms of the support agreements entered into in respect of the Arrangement. The support agreements will terminate in the event the Arrangement Agreement is terminated in accordance with its terms.
Mr. Pete Miller, NOV's Chairman, President and CEO, said, "The addition of CE Franklin to NOV's Canadian distribution operations will broaden our product offering and customer base, while strengthening our combined abilities to serve all of our customers. We look forward to welcoming the CE Franklin team of professionals to National Oilwell Varco. We expect CE Franklin's high level of service and support to enhance our opportunities to provide a wide range of products to the growing Canadian marketplace, for the benefit of both our customers and employees."