DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
þ |
|
Soliciting Material Pursuant to §240.14a-12 |
Allis-Chalmers Energy Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
SEAW Confirms Intention to Pursue Listing on the Oslo Børs
Hamilton, Bermuda (September 23, 2010)
The Board of Directors of Seawell Limited has today approved the filing and pursuit of an
application by the Company with the Oslo Stock Exchange for a listing of its shares on the Oslo
Børs. The Company intends to file its application in the second half of October and pursue its
approval at the meeting of the Oslo Børs Board of Directors November 24. If approved, the Companys
shares would begin trading on the Oslo Børs shortly thereafter.
The Company has retained RS Platou Markets AS as manager (the Manager) and Wiersholm, Mellbye &
Bech, advokatfirma AS as legal adviser in connection with the listing process. The Manager has
engaged Advokatfirmaet Schjødt DA and Ernst & Young as advisers.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or
phrases such as will, anticipate, estimate, expect, project, intend, plan, believe,
target, forecast, and other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. Seawell and Allis-Chalmers caution readers
that any forward-looking statement is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking statement. Such
forward-looking statements include, but are not limited to, statements about the benefits of the
proposed merger involving Seawell and Allis-Chalmers, including future financial and operating
results, Seawells and Allis-Chalmers plans, objectives, expectations and intentions, the expected
timing of completion of the transaction, and other statements that are not historical facts.
Important factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are set forth in Allis-Chalmers filings with the Securities and
Exchange Commission. These include risks and uncertainties relating to: the ability to obtain the
requisite Allis-Chalmers stockholder approval; the risk that Allis-Chalmers or Seawell may be
unable to obtain governmental and regulatory approvals required for the merger, or required
governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; the risk that a condition to closing
of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time on merger-related issues;
general worldwide economic conditions and related uncertainties; and the effect of changes in
governmental regulations. Neither Seawell nor Allis-Chalmers undertakes any obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find It
This communication 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 publication or distribution of this
communication may, in some countries, be restricted by law or regulation. Accordingly, persons who
come into possession of this document should inform themselves of and observe these restrictions.
To the fullest extent permitted by applicable law, Seawell, Allis-Chalmers and their respective
affiliates disclaim any responsibility or liability for the violation of such restrictions by any
person. In connection with the proposed merger between Seawell and Allis-Chalmers, Seawell will
file with the SEC a Registration Statement on Form F-4 that will include a proxy statement of
Allis-Chalmers that also constitutes a prospectus of Seawell. Seawell and Allis-Chalmers will mail
the proxy statement/prospectus to the Allis-Chalmers stockholders. Seawell and Allis-Chalmers urge
investors and stockholders to read the proxy statement / prospectus regarding the proposed merger
when it becomes available, as well as other documents filed with the SEC, because they will contain
important information. You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these
documents, free of charge, from Seawells website (www.seawellcorp.com) under the tab Investors.
You may also obtain these documents, free of charge, from Allis-Chalmers website
(www.alchenergy.com) under the tab For Investors and then under the heading SEC Filings.
Participants In The Merger Solicitation
Seawell, Allis-Chalmers, and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Allis-Chalmers stockholders in
favor of the merger and related matters. Information regarding the persons, who may, under the
rules of the SEC, is deemed participants in the solicitation of Allis-Chalmers stockholders in
connection with the proposed merger will be set forth in the proxy statement/prospectus when it is
filed with the SEC. You can find information about Allis-Chalmers executive officers and
directors in its definitive proxy statement filed with the SEC on April 30, 2010. Additional
information about Seawells executive officers and directors and Allis-Chalmers executive officers
and directors can be found in the above-referenced Registration Statement on Form F-4 when it
becomes available. You can obtain free copies of these documents from Seawell and Allis-Chalmers
using the contact information above.