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Published on 12/2/2008 in the Prospect News Special Situations Daily.

Grey Wolf moves meeting date after amending merger agreement with Precision Drilling

By Lisa Kerner

Charlotte, N.C., Dec. 2 - Grey Wolf, Inc.'s special meeting of shareholders has been moved to Dec. 23, from Dec. 9, to give shareholders time to consider an amendment to the company's merger agreement with Precision Drilling Trust, it was announced on Tuesday.

The delay "in no way affects the clear intent and desire of both parties to conclude the merger," which is expected to close on the meeting date, a joint company news release said.

"Despite the challenging economic environment, the strategic fit of Grey Wolf and Precision will create North America's premier land drilling contractor, with active operations in most conventional and nonconventional oil and natural gas basins in the United States and Canada," said Precision Drilling chief executive officer Kevin Neveu.

The amendment ensures that holders of Grey Wolf common stock will receive, in total and on a fully-diluted basis, $5.00 in cash and 0.1883 of a Precision trust unit for each share of Grey Wolf common stock.

Precision will pay a maximum of approximately $1.115 billion in cash and approximately 42.0 million Precision trust units.

According to the release, the amendment also clarifies that to the extent holders of Grey Wolf convertible notes do not convert their notes into Grey Wolf common stock before the merger, the cash merger consideration that would have been paid to them would instead be retained by Precision for use towards the purchase price of the purchase offer for the Grey Wolf convertible notes that Precision will be required to make following the merger.

Grey Wolf's board of directors unanimously recommends its shareholders vote in favor of the transaction.

In August, Precision Drilling, a Calgary, Alta., oil and gas drilling and exploration company, agreed to acquire Grey Wolf in a deal that will give Grey Wolf shareholders $5 per share in cash plus 0.1883 newly issued Precision Drilling trust units.

Houston-based Grey Wolf is the fourth-largest provider of contract land drilling services in the United States.


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