HOUSTON, July 16 /PRNewswire/ --
Hercules Offshore, Inc. ("Hercules Offshore") (Nasdaq: HERO) today announced the merger consideration expected to be paid to TODCO stockholders in the merger of Hercules Offshore and TODCO, which was completed on July 11, 2007. Neither the stock component nor the cash component of the merger consideration was over-subscribed. Therefore, TODCO stockholders who elected to receive cash will receive cash, and TODCO stockholders who elected to receive stock will receive shares of Hercules Offshore common stock, with cash in lieu of fractional shares.
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Hercules Offshore expects to pay a total of approximately US$925,776,000 in cash to TODCO stockholders, plus cash in lieu of fractional shares, and to issue approximately 56.6 million shares of Hercules Offshore common stock pursuant to the merger agreement. The calculation of the merger consideration is based on, among other things, the number of shares of TODCO common stock outstanding immediately prior to the completion of the merger, the final results of the election and guaranteed delivery process, and the average closing price of Hercules Offshore common stock on NASDAQ for the 10 trading days ending on July 6, 16 Jul. (the "Final Hercules Stock Price") - , or approximately US$33.157. The final merger consideration and the cash and stock allocation will be determined by Hercules Offshore and will be paid in accordance with the formula contained in the merger agreement.
Based upon current calculations, TODCO stockholders who elected to receive cash consideration are expected to receive approximately US$48.46 in cash per share of TODCO common stock, and TODCO stockholders who elected to receive stock are expected to receive approximately 1.4616 shares of Hercules Offshore common stock per share of TODCO common stock.
TODCO stockholders who failed to make a valid and timely election to receive cash or Hercules Offshore common stock are expected to receive merger consideration consisting of a combination of approximately US$20.145 in cash per share of TODCO common stock and 0.854 shares of Hercules Offshore common stock, plus cash in lieu of fractional shares.
For stockholders of TODCO who did not deliver the required stock certificates or otherwise validly complete an election and/or required guaranteed delivery procedure in time for the election or guaranteed delivery deadline, the shares of TODCO common stock subject to that stockholder's cash or stock election will be treated as shares that did not make a valid election.
Hercules Offshore completed the acquisition of TODCO on Wednesday, July 11, 2007. The Company entered into a new US$1,050.0 million credit facility, consisting of a US$900.0 million term loan and a US$150.0 million revolving credit facility, in connection with the merger.
For important information regarding the merger and the cash and stock consideration to be paid under the merger agreement, investors are urged to read the definitive joint proxy statement/prospectus dated June 1, 2007, filed with the Securities and Exchange Commission.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those statements regarding the determination and allocation of the merger consideration. Such statements are subject to a number of risks, uncertainties and assumptions, including the factors described in Hercules Offshore's most recent periodic reports and other documents filed with the Securities and Exchange Commission, which are available free of charge at the SEC's website at http://www.sec.gov or the Company's website at http://www.herculesoffshore.com. Hercules Offshore cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
Risks with respect to the combination of Hercules Offshore and TODCO, as well as other past and potential future acquisitions, include difficulties in the integration of the operations and personnel of the acquired company, diversion of management's attention away from other business concerns, and the assumption of any undisclosed or other liabilities of the acquired company. Expected benefits of the merger may not be achieved in the near term, or at all. Hercules Offshore will have a significant amount of additional debt as a result of the merger.
Headquartered in Houston, Hercules Offshore operates a fleet of 33 jackup rigs, 27 barge rigs, 65 liftboats, three submersible rigs, nine land rigs, one platform rig and a fleet of marine support vessels and has operations in ten different countries on five continents. The company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in shallow waters.
Web site: http://www.herculesoffshore.com
Stephen M. Butz, Vice President Finance and Treasurer of Hercules Offshore, Inc., +1-713-979-9832. Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20050601/DAW092LOGO ; AP Archive: http://photoarchive.ap.org ; PRN Photo Desk, photodesk@prnewswire.com
