NCS Multistage to Acquire Spectrum Tracer Services, Adding Tracer Diagnostics Capabilities
31 8월 2017 - 5:01AM
NCS Multistage Holdings, Inc. (NASDAQ:NCSM) (“NCS” or the
“Company”) announced today that it has agreed, through a merger
agreement, to acquire Spectrum Tracer Services, LLC (“Spectrum”), a
leading provider of chemical and radioactive tracer diagnostics
technologies used by oil and gas operators to assess completion
performance, evaluate well production, and optimize field
development strategies.
In making the announcement, Robert Nipper, NCS’s Chief Executive
Officer, said, “Spectrum’s differentiated tracer diagnostics
services fully align with our commitment to help customers optimize
their oil and natural gas well completions and field development
strategies. Adding tracer diagnostics to our leading pinpoint
fracturing technology and our Anderson Thompson Reservoir
Strategies business further strengthens our ability to provide our
customers with actionable data and analysis to optimize their
completions strategies.”
Nipper also addressed the two companies’ respective market
strengths and the potential for accelerating growth opportunities,
saying, "Both companies serve the completions segment of the oil
and natural gas industry, primarily in North America. Spectrum has
a very strong U.S. market presence, which provides us the
opportunity to accelerate the growth of our U.S. market share in
multistage hydraulic fracturing. At the same time, our
significant market share in Canada should provide growth
opportunities for Spectrum’s services in that market.”
Steve Faurot, Spectrum’s President and a founder of the company,
stated, "Joining the NCS family is a great step for our company.
Over the past seven years, our team has successfully demonstrated
the value of tracer diagnostics services to our customers and has
led advancements within our industry. We look forward to joining
with NCS, as part of a broader platform that will support further
innovation and maximize our growth opportunities."
The merger consideration of $80 million, on a cash-free,
debt-free basis, will be comprised of approximately $73 million of
cash and approximately 0.4 million NCS shares, subject to certain
other adjustments. An earn-out provision could provide up to
$12.5 million in additional cash consideration if certain financial
performance measures related to Spectrum’s operations are
achieved. NCS expects the transaction to close, subject to
satisfaction or waiver of certain customary closing conditions, on
August 31, 2017, and expects the transaction to be accretive to EPS
in the first year.
Vinson & Elkins, L.L.P. provided legal advice to NCS.
Simmons & Company International, Energy Specialists of Piper
Jaffray & Co., acted as exclusive financial advisor and Johnson
& Jones, P.C. acted as legal advisor to Spectrum in the
transaction.
NCS will host a conference call to discuss the merger on
Thursday, August 31, 2017 at 8:00 a.m. Central Time (9:00 a.m.
Eastern Time). To join the conference call from within the United
States, participants may dial (844) 400-1696. To join the
conference call from outside of the United States, participants may
dial (703) 736-7385. The conference access code is 74587582. The
webcast and presentation materials will be accessible on the
Investor Relations section of the Company's website,
http://www.ncsmultistage.com. Participants are encouraged to log in
to the webcast or dial in to the conference call approximately ten
minutes prior to the start time.
An audio replay of the conference call will be available shortly
after the conclusion of the call and will remain available for
approximately 90 days. It can be accessed by dialing (855) 859-2056
within the United States or (404) 537-3406 outside
of the United States. The conference call replay access code
is 74587582. The replay will also be available in the Investors
section of the Company’s website shortly after the conclusion of
the call and will remain available for approximately 90 days.
About NCS Multistage
NCS Multistage Holdings, Inc. is a leading provider of
highly engineered products and support services that facilitate the
optimization of oil and natural gas well completions and field
development strategies. The Company provides products and services
to exploration and production companies for use in horizontal wells
in unconventional oil and natural gas formations
throughout North America and in selected international
markets, including Argentina, China and Russia.
The Company’s common stock is traded on the NASDAQ Global Select
Market under the symbol “NCSM”. Additional information is available
on the Company’s
website, www.ncsmultistage.com.
About Spectrum Tracer Services
Spectrum Tracer Services, LLC is a downhole chemical and
radioactive (“RA”) tracer technology company specializing in well
completion diagnostics and reservoir characterization.
Spectrum’s fracture fluid identifier tracers (“FFITM”), oil-soluble
tracers (“OSTTM”) and Natural Gas Tracers (“NTTM”), enable
efficient, cost-effective downhole diagnostics, providing oil and
gas operators with critical data to efficiently optimize reservoir
development and production. Spectrum provides its services
throughout North America. For more information about Spectrum,
visit www.spectrumtracer.com.
Forward-Looking Statements This press release
contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Examples of forward-looking statements include, but are
not limited to, statements we make regarding the merger with
Spectrum, including the purchase price, earn-out, consummation,
financing and other benefits and effects thereof, as well as
statements regarding the outlook for our future business and
financial performance. Forward-looking statements are based on our
current expectations and assumptions regarding our business, the
economy and other future conditions. Because forward-looking
statements relate to the future, by their nature, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, our actual results may
differ materially from those contemplated by the forward-looking
statements. Factors that could cause our actual results to differ
materially from the results contemplated by such forward-looking
statements include, but are not limited to assumptions regarding
the purchase price and other adjustments; risks with integration;
actions by Spectrum in the merger; an inability to realized
expected benefits from the merger or the occurrence of difficulties
in connection with the merger; the risk that the merger may result
in incurring unexpected costs, liabilities or delay; declines in
the level of oil and natural gas exploration and production
activity within Canada and the United States oil and natural gas
price fluctuations; loss of significant customers; inability to
successfully implement our strategy of increasing sales of products
and services into the United States; significant competition for
our products and services; our inability to successfully develop
and implement new technologies, products and services; our
inability to protect and maintain critical intellectual property
assets; currency exchange rate fluctuations; impact of severe
weather conditions; restrictions on the availability of our
customers to obtain water essential to the drilling and hydraulic
fracturing processes; our failure to identify and consummate
potential acquisitions; our inability to accurately predict
customer demand; losses and liabilities from uninsured or
underinsured drilling and operating activities; changes in
legislation or regulation governing the oil and natural gas
industry, including restrictions on emissions of GHGs; failure to
comply with federal, state and local and non-U.S. laws and other
regulations; loss of our information and computer systems; system
interruptions or failures, including cyber-security breaches,
identity theft or other disruptions that could compromise our
information; our failure to establish and maintain effective
internal control over financial reporting; our success in
attracting and retaining qualified employees and key personnel; our
inability to satisfy technical requirements and other
specifications under contracts and contract tenders and other
factors discussed or referenced in our filings made from time to
time with the Securities and Exchange Commission. Any
forward-looking statement made by us in this press release speaks
only as of the date on which we make it. Factors or events that
could cause our actual results to differ may emerge from time to
time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Contact
Ryan Hummer
Chief Financial Officer
(281) 453-2222
IR@ncsmultistage.com
NCS Multistage (NASDAQ:NCSM)
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