UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For June 6, 2005
Commission File Number: 001-14534
PRECISION DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
4200, 150 - 6TH AVENUE S.W.
CALGARY, ALBERTA
CANADA T2P 3Y7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [_] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1). _______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRECISION DRILLING CORPORATION
Per: /s/ Jan M. Campbell
------------------------
Jan M. Campbell
Corporate Secretary
Date: June 6, 2005
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NEWS RELEASE
WEATHERFORD TO ACQUIRE PRECISION ENERGY SERVICES AND INTERNATIONAL DRILLING
DIVISIONS FOR US$2.28 BILLION;
DEAL PROVIDES ENHANCED SERVICE AND TECHNOLOGY OFFERINGS
HOUSTON, June 6, 2005 -- Weatherford International Ltd. (NYSE:WFT) today
announced that the company has signed a definitive agreement to purchase
Precision Drilling Corporation's Energy Services Division and International
Contract Drilling Division.
Under the terms of the agreement, Weatherford will pay approximately US$2.28
billion, consisting of 26 million Weatherford common shares and approximately
US$900 million in cash, based on current exchange rates. The cash portion of
the consideration is payable in Canadian dollars. Acquired net book value is
about US$1.63 billion. Weatherford expects the transaction to be accretive to
its earnings per share and cash flow per share for 2005, before consideration
of potential synergies.
Precision's Energy Services division is a global provider of cased hole and
open hole wireline services, drilling and evaluation services (directional
drilling, MWD, LWD and rotary steerable systems) and production services
(primarily underbalanced drilling). Weatherford's cased hole wireline and
underbalanced segments will be consolidated and strengthened by this
transaction. Furthermore, the transaction will substantially broaden the
company's open hole wireline and directional capabilities.
Precision's International Contract Drilling division is an international land
rig contractor. It became a major player in the international market after its
acquisition of the worldwide land drilling assets of Global Santa Fe
Corporation in May 2004. Precision currently has 48 rigs, with a strong
presence in the Middle East/North Africa. The land drilling assets being
acquired are among the best in the industry and further bolster Weatherford's
already strong presence in the Middle East. The availability of these assets
will allow the company to further meet customers' bundling needs in the
region.
Precision has developed innovative technologies which Weatherford is anxious
to harvest. Weatherford will endeavor to accelerate the growth of these
technologies with the full support of its worldwide infrastructure.
Post-acquisition, the company will offer a comprehensive suite of products and
services with leading technology.
In the twelve months ended December 2004, Precision Energy Services and
International Drilling had revenues of C$1.1 billion. The combined divisions
have approximately 5,300 employees operating in 25 countries.
Hank B. Swartout, Chairman, President and Chief Executive Officer of Precision
stated, "This transaction is the result of an extensive process undertaken by
the board of directors to explore possible avenues of value creation for our
shareholders. After careful consideration of various strategic alternatives,
the board determined this opportunity to be the best for our shareholders and
for employees of the respective divisions. We believe the strategic fit with
Weatherford will strengthen their global presence and provide opportunities
for all stakeholders affected by this expanded Weatherford organization -
shareholders, customers and employees. It is currently anticipated that a
portion of the consideration received by Precision will be distributed to our
shareholders following completion of the sale."
Bernard J. Duroc-Danner, Chairman, President and Chief Executive Officer of
Weatherford commented, "What we are adding from Precision consolidates,
strengthens and broadens critical segments of our business. Weatherford in
turn will provide the Precision operations with the full support of our
infrastructure, in particular in the Eastern Hemisphere. This is a growth
strategy for shareholder value."
The transaction is expected to be completed during the third quarter of 2005
and is subject to regulatory approvals, including U.S. and Canadian
competition filings, and to other customary closing conditions.
UBS Investment Bank acted as exclusive financial advisor to Precision. Simmons
& Company International and Goldman, Sachs & Co. acted as financial advisors
to Weatherford.
The company will host a conference call to discuss the acquisition this
morning at 8:00 a.m. (CDT). The company invites investors to listen to a play
back of the conference call at the company's website,
http://WWW.WEATHERFORD.COM in the "investor relations" section. The call will
be open to the public.
To access the call please contact the conference call operator at
800-901-5248, or 617-786-4512 for international calls, approximately 10
minutes prior to the scheduled start time, and ask for the Weatherford
conference call. The passcode is "Weatherford". A replay will be available
until 5:00 p.m. central, June 13, 2005. The number for the replay is
888-286-8010, or 617-801-6888 for international calls; passcode 88618607.
The issuance of the Weatherford common shares in the transaction to Precision
will not be registered under the Securities Act of 1933 and may not be offered
or sold by Precision in the United States absent registration or an applicable
exemption from registration. Weatherford has agreed to file a registration
statement with the Securities and Exchange Commission to register the
distribution of the shares by Precision to its shareholders.
Weatherford is one of the largest global providers of innovative mechanical
solutions, technology and services for the drilling and production sectors of
the oil and gas industry. Weatherford operates in over 100 countries and
employs more than 18,000 people worldwide.
Precision Drilling Corporation is a global contract drilling and oilfield
services company providing a broad range of drilling, production and
evaluation services with focus on fulfilling customer needs through
fit-for-purpose technologies for the maturing oilfields of the 21st century.
Precision employs more than 12,000 people in more than 30 countries.
###
Contacts:
Weatherford: Lisa W. Rodriguez 713-693-4746
Chief Financial Officer
Andrew P. Becnel 713-693-4136
Vice President - Finance
Precision: Hank B. Swartout 403-716-4500
Chairman, President
And Chief Executive Officer