HOUSTON, March 22, 2017 /PRNewswire/
-- PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN)
("Patterson-UTI") announced today that it will hold a special
meeting of its stockholders in connection with the proposed merger
with Seventy Seven Energy Inc. ("SSE") on April 20, 2017 at
9:00 a.m. Central Time, at
Patterson-UTI's offices at 10713 West Sam Houston Parkway North,
Suite 800, Houston, Texas
77064. At the special meeting, Patterson-UTI's stockholders
will consider and vote upon (i) the proposal (the "Patterson-UTI
Issuance Proposal") to approve the issuance of shares of
Patterson-UTI common stock, par value $0.01 per share, to stockholders of SSE in
connection with the merger contemplated by the previously announced
Agreement and Plan of Merger dated as of December 12, 2016, by and among Patterson-UTI,
Pyramid Merger Sub, Inc. and SSE, and (ii) a proposal to
approve the adjournment of Patterson-UTI's special meeting to a
later date or dates, if necessary or appropriate, to solicit
additional proxies in the event there are not sufficient votes at
the time of the special meeting to approve the Patterson-UTI
Issuance Proposal.
Patterson-UTI's stockholders of record at the close of business
on February 22, 2017, will be
entitled to receive notice of the special meeting and to vote at
the special meeting.
About Patterson-UTI Energy, Inc.
Patterson-UTI is an oilfield services company that primarily
owns and operates in the United
States one of the largest fleets of land-based drilling rigs
and a large fleet of pressure pumping equipment. Our contract
drilling business operates in the continental United States and western Canada, and our pressure pumping business
operates primarily in Texas and
the Appalachian region. We also provide drilling rig pipe
handling technology to drilling contractors in North America and other select markets. In
addition, we own and invest as a non-operating working interest
owner in oil and natural gas assets that are primarily located in
Texas and New
Mexico. Location information about the Company's drilling rigs
and their individual inventories is available through the Company's
website at www.patenergy.com.
Important Information for Investors and
Stockholders
This press release 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 acquisition by Patterson-UTI of SSE in an
all-stock transaction (the "proposed transaction") will be
submitted to the stockholders of each of Patterson-UTI and SSE for
their consideration. Patterson-UTI has filed a Registration
Statement on Form S-4 that includes a prospectus and proxy
statement jointly prepared by Patterson-UTI and SSE. SSE and
Patterson-UTI may also file other documents with the Securities and
Exchange Commission (the "SEC") regarding the proposed
transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
proxy statement/prospectus and other documents containing important
information about SSE and Patterson-UTI once such documents are
filed with the SEC through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by
Patterson-UTI will be available free of charge on Patterson-UTI's
website at www.patenergy.com under the tab "Investors" and
then through the link titled "SEC Filings" or by contacting
Patterson-UTI's Investor Relations Department by email at
investrelations@patenergy.com, or by phone at (281)
765-7100. Copies of the documents filed with the SEC by SSE
will be available free of charge on SSE's website at
www.77nrg.com under the tab "Investors" and then through the
link titled "SEC Filings" or by contacting SSE's Investor Relations
Department at IR@77nrg.com, or by phone at (405) 608‑7730.
Participants in the Solicitation
Patterson-UTI, SSE and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Patterson-UTI in
connection with the proposed transaction. Information about the
directors and executive officers of Patterson-UTI is set forth in
the 2016 Annual Report on Form 10-K/A for Patterson-UTI, which was
filed with the SEC on March 13, 2017. Information about the
directors and executive officers of SSE is set forth in the 2015
Annual Report on Form 10-K/A for SSE, which was filed with the SEC
on April 29, 2016 and the Current
Report on Form 8-K for SSE, which was filed with the SEC on
August 1, 2016. These documents
can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements which are
protected as forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Patterson-UTI's current beliefs,
expectations or intentions regarding future events. Words
such as "anticipate," "believe," "budgeted," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "predict,"
"potential," "project," "pursue," "should," "strategy," "target,"
or "will," and similar expressions are intended to identify such
forward-looking statements. The statements in this press
release that are not historical statements, including statements
regarding the expected timetable for completing the proposed
transaction, benefits and synergies of the proposed transaction,
costs and other anticipated financial impacts of the proposed
transaction; the combined company's plans, objectives, future
opportunities for the combined company and services, future
financial performance and operating results and any other
statements regarding Patterson-UTI's and SSE's future expectations,
beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts, are
forward-looking statements within the meaning of the federal
securities laws. These statements are subject to numerous
risks and uncertainties, many of which are beyond Patterson-UTI's
or SSE's control, which could cause actual results to differ
materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are
not limited to: failure to obtain the required votes of
Patterson-UTI's or SSE's stockholders; the timing to consummate the
proposed transaction; satisfaction of the conditions to closing of
the proposed transaction may not be satisfied or that the closing
of the proposed transaction otherwise does not occur; the risk that
a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Patterson-UTI and SSE
following the consummation of the proposed transaction; the effects
of the business combination of Patterson-UTI and SSE following the
consummation of the proposed transaction, including the combined
company's future financial condition, results of operations,
strategy and plans; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed transaction; expected synergies and
other benefits from the proposed transaction and the ability of
Patterson-UTI to realize such synergies and other benefits;
expectations regarding regulatory approval of the transaction;
results of litigation, settlements and investigations; actions by
third parties, including governmental agencies; volatility in
customer spending and in oil and natural gas prices, which could
adversely affect demand for Patterson-UTI's services and their
associated effect on rates, utilization, margins and planned
capital expenditures; global economic conditions; excess
availability of land drilling rigs and pressure pumping equipment,
including as a result of low commodity prices, reactivation or
construction; liabilities from operations; weather; decline in, and
ability to realize, backlog; equipment specialization and new
technologies; shortages, delays in delivery and interruptions of
supply of equipment and materials; ability to hire and retain
personnel; loss of, or reduction in business with, key customers;
difficulty with growth and in integrating acquisitions;
governmental regulation; product liability; legal proceedings;
political, economic and social instability risk; ability to
effectively identify and enter new markets; cybersecurity risk;
dependence on our subsidiaries to meet our long-term debt
obligations; variable rate indebtedness risk; and anti-takeover
measures in our charter documents.
Additional information concerning factors that could cause
actual results to differ materially from those in the
forward-looking statements is contained from time to time in
Patterson-UTI's and SSE's SEC filings. Patterson-UTI's filings
may be obtained by contacting Patterson-UTI or the SEC or through
Patterson-UTI's web site at http://www.patenergy.com or
through the SEC's Gathering and Analysis Retrieval System (EDGAR)
at http://www.sec.gov. SSE's filings may be obtained by
contacting SSE or the SEC or through SSE's web site at
www.77nrg.com or through EDGAR. Patterson-UTI and SSE
undertake no obligation to publicly update or revise any
forward-looking statement.
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SOURCE PATTERSON-UTI ENERGY, INC.