Total Energy Services Inc. (“Total”), a diversified oilfield services company based in Calgary, commenced an offer (the “Offer”) to purchase all of the outstanding common shares (“Savanna Shares”) of another Calgary-based oilfield services company, Savanna Energy Services Corp.(“Savanna”), by way of an unsolicited takeover bid on December 9, 2016.
On March 1, 2017, Total filed a Notice of Change and Notice of Variation to the Offer to, among other things, increase the consideration payable for each Savanna Share to 0.1300 of a Total common share and $0.20 in cash per Savanna Share. On March 9, 2017, Savanna announced that it had entered into an agreement with another publicly traded oilfield services company whereby such company would acquire all of the Savanna Shares pursuant to a plan of arrangement. Notwithstanding this competing transaction, on March 24, 2017, Total acquired 60,952,797 Savanna Shares under the Offer, representing approximately 51.6 per cent of the total number of outstanding Savanna Shares, and extended the Offer to April 7, 2017 (in accordance with Canadian securities laws). The Offer was subsequently extended to April 27, 2017.
At the expiry of the Offer on April 27, 2017, Total owned approximately 86 per cent of the issued and outstanding Savanna Shares, which included Savanna Shares taken-up by Total under the Offer and Savanna Shares purchased in market transactions by Total after commencement of the Offer.
The Offer represents the first successful hostile takeover under the new Canadian takeover bid regime implemented in May 2016.
Total Energy Services Inc. was represented in-house by Cam Danyluk, Vice President, Legal and General Counsel.
Bennett Jones LLP acted as external legal counsel to Total Energy Services Inc. with a team including Nicholas Fader, Jeff Kerbel, John Piasta, Juliamai Giffen and Kris Simard (public markets), Greg Johnson (tax) and Beth Riley (competition).
Paul, Weiss, Rifkind, Wharton & Garrison LLP provided US securities law advice to Total Energy Services Inc., with a team that included Christopher Cummings, Aaron Abramson, David Mayo and Maya Linderman (tax).
Burnet, Duckworth & Palmer LLP acted as external legal counsel to Savanna Energy Services Corp. with a team including Alyson Goldman, Steve Cohen, Bronwyn Inkster, Nigel Behrens and Riley O’Brien (securities), Jeff Sharpe and Andrew Sunter (litigation), Kirk Lamb (tax), Alicia Quesnel (competition), and Katherine Pybus and Nicole Chorley (banking).