Bronco Drilling Company, Inc.-Filing of certain prospectuses and communications for business combination transactions (425)
05 8월 2008 - 8:15PM
Edgar (US Regulatory)
Filed by Allis-Chalmers Energy Inc. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Bronco Drilling Company, Inc.
Commission File No.: 000-51471
ALLIS-CHALMERS ENERGY INC.
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PRESS RELEASE
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Contact:
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Jeffrey Freedman
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Vice President IR
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713-369-0550
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Glass Lewis and Proxy Governance Recommend Allis-Chalmers Stockholders Approve Issuance of Shares
to Bronco Drilling Pursuant to Merger
HOUSTON, TEXAS
, August 5, 2008 Allis-Chalmers Energy Inc. (NYSE: ALY) today announced that Glass
Lewis & Co. and Proxy Governance, Inc., two leading proxy advisory firms, have recommended that
Allis-Chalmers stockholders vote FOR the issuance of Allis-Chalmers common stock to stockholders of
Bronco Drilling Company, Inc. (NASDAQ/GM:BRNC) in connection with the proposed merger between the
companies at Allis-Chalmers Special Meeting of Stockholders to be held August 14, 2008.
In making its recommendation, Glass Lewis stated, Financially, we believe the consideration being
offered by the Company is reasonable. The Glass Lewis report concluded by stating, Overall, we
see no reason to object to the proposed merger. The merger is expected to create a diversified
international oilfield service provider, as well as generate substantial synergies.
In making its recommendation, Proxy Governance stated, We support this proposal because, based on
analysts opinions, it makes strong strategic sense, and because it appears to place a fair value
on the acquisition itself.
Stockholders who have questions about the proposed merger or need assistance in submitting their
proxy or voting of shares should contact Allis-Chalmers proxy solicitorGeorgeson Inc., 199 Water
Street, 26th Floor, New York, NY 10038, or by calling 212-440-9800 (for banks, brokers and other
nominees) or toll-free 1-866-577-4988 (for Allis-Chalmers stockholders).
About Allis-Chalmers
Allis-Chalmers Energy Inc. is a Houston-based multi-faceted oilfield company. We provide
services and equipment to oil and natural gas exploration and production companies, domestically primarily in Texas, Louisiana, New Mexico, Colorado, Oklahoma, Mississippi, Wyoming,
Arkansas, West Virginia, offshore in the Gulf of Mexico, and internationally, primarily in
Argentina and Mexico. Allis-Chalmers provides rental services, international drilling, directional
drilling, tubular services, underbalanced drilling, and productions services. For more
information, visit our website at
http://www.alchenergy.com
or request future press releases via
email at
http://www.b2i.us/irpass.asp?BzID=1233&to=ea&s=0
.
Forward-Looking Statements
This press 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) regarding
Allis-Chalmers business, financial condition, results of operations and prospects. Words such as
expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or
variations of such words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this press release.
Although forward-looking statements in this press release reflect the good faith judgment of
our management, such statements can only be based on facts and factors that our management
currently knows. Consequently, forward-looking statements are inherently subject to risks and
uncertainties, and actual results and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include, but are not limited to, demand for oil and natural gas
drilling services in the areas and markets in which Allis-Chalmers operates, competition,
obsolescence of products and services, the ability to obtain financing to support operations,
environmental and other casualty risks, and the effect of government regulation.
Further information about the risks and uncertainties that may affect our business are set
forth in our most recent filings on Form 10-K (including without limitation in the Risk Factors
section) and in our other SEC filings and publicly available documents. We urge readers not to
place undue reliance on these forward-looking statements, which speak only as of the date of this
press release. Allis-Chalmers undertakes no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after the date of this
press release.
Important Information
In connection with the proposed merger, Allis-Chalmers and Bronco Drilling have filed a
preliminary joint proxy statement/prospectus and both companies have filed and will file other
relevant documents concerning the proposed merger transaction with the SEC. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the definitive joint proxy statement/prospectus (when available) and the
other documents free of charge at the website maintained by the SEC at
www.sec.gov.
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The documents filed with the SEC by Allis-Chalmers may be obtained free of charge from
Allis-Chalmers website at
www.alchenergy.com
or by calling Allis-Chalmers Investor
Relations department at (713) 369-0550. The documents filed with the SEC by Bronco Drilling may be
obtained free of charge from Bronco Drillings website at
www.broncodrill.com
or by calling
Bronco Drillings Investor Relations department at (405) 242-4444. Investors and security holders
are urged to read the joint proxy statement/prospectus, as it may be amended or supplemented from
time to time, and the other relevant materials before making any voting or investment decision with
respect to the proposed merger.
Allis-Chalmers, Bronco Drilling and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the respective stockholders of
Allis-Chalmers and Bronco Drilling in connection with the merger. Information regarding such
persons and a description of their interests in the merger are contained in the joint proxy
statement/prospectus filed with the SEC, as it may be amended or supplemented from time to time.
Information about the directors and executive officers of Allis-Chalmers and their ownership of
Allis-Chalmers common stock is set forth in its amended annual report on Form 10-K/A filed with the
SEC on April 29, 2008 and in subsequent statements of changes in beneficial ownership on file with
the SEC. Information about the directors and executive officers of Bronco Drilling and their
ownership of Bronco Drilling common stock is set forth in its amended annual report on Form 10-K/A
filed with the SEC on April 29, 2008, as further amended, and in subsequent statements of changes
in beneficial ownership on file with the SEC. Investors may obtain additional information regarding
the interests of such participants by reading the joint proxy statement/prospectus for the merger,
as it may be amended or supplemented from time to time.
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Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
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Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
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