Contact Information: Public & Investor Relations Contact: Paul A. Bragg Chairman & Chief Executive Officer Vantage Energy Services, Inc. (281) 404-4700
Vantage Energy Services, Inc. Announces Proposed Acquisition of Four Ultra-Premium Jackup Rigs
| Source: Vantage Energy Services, Inc.
HOUSTON, TX--(Marketwire - August 30, 2007) - Vantage Energy Services, Inc. ("Vantage")
(AMEX : VTG.U ) (AMEX : VTG ) (AMEX : VTG.WT ) today announced it has signed a
definitive share purchase agreement to acquire all of the shares of common
stock of Offshore Group Investments Limited ("OGIL"), a Cayman Islands
registered company and wholly owned subsidiary of F3 Fund ("F3 Fund"). F3
Fund is affiliated with TMT Global, a Cayman Islands registered company.
Four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs are
being constructed in Singapore for delivery and sale to OGIL. Under the
terms of the share purchase agreement, Vantage will change its domicile
from Delaware to the Cayman Islands.
F3 Fund will receive aggregate consideration of approximately $331 million
at closing, consisting of approximately $56 million in cash and $275
million in units. Each unit is comprised of one share of common stock and
0.75 warrants to purchase common stock (the "Units"). The warrants included
in the Units shall be on terms identical to the warrants included in the
units registered for sale to the public by way of Vantage's Registration
Statement on Form S-1 (SEC File No. 333-138565), as declared effective by
the SEC on May 24, 2007. As part of the transaction, Vantage will: (i)
assume approximately $517 million in payments owed under certain contracts
for the construction and delivery of the four ultra-premium jackup drilling
rigs and (ii) incur approximately $40 million in rig outfitting costs. As
part of the transaction, Vantage will also acquire an option to purchase an
ultra-deepwater drillship currently under development. A major European
bank has provided to Vantage an indicative term sheet providing for debt
financing for completion of the jackup rigs of approximately $440 million,
subject to completion of the lender's internal processes. The closing of
the acquisition and the debt financing are subject to stockholder approval,
regulatory clearances and other customary closing conditions.
Vantage will file a Current Report on Form 8-K with the Securities and
Exchange Commission, which more fully sets forth the terms of the
acquisition.
About Vantage Energy Services, Inc.
Vantage was formed for the specific purpose of consummating a business
combination in the oilfield services industry. In May 2007, Vantage raised
approximately $276 million in its initial public offering.
Ellenoff Grossman & Schole LLP acted as legal advisor to Vantage.
Paul A. Bragg, Chairman and Chief Executive Officer of Vantage, stated, "We
are entering into the offshore drilling market with the highest quality
assets available. The four Baker Marine Pacific Class 375 jackup rigs are
among the highest specification units in the world and will provide
customers with the highest efficiency drilling operations. The all-in cost
of the units, approximately $220 million each, is very attractive and will
position us to make excellent returns for our shareholders. The drillship
option will be in force for six months beyond the closing of the jackup
acquisition and provide us with an exceptional opportunity to enter into
the ultra-deepwater sector of the market, which has the strongest rig
demand and longest potential contract visibility. The drillship being
developed by Taiwan Marine Transport ("TMT") will be among the world's
largest and best equipped for ultra-deepwater drilling. Furthermore, we
are pleased with the confidence reflected by TMT's decision to invest $275
million in Vantage. The principals of TMT will be strategic assets to
Vantage as we grow the business. Their industry contacts, shipyard
relationships and prominent position in Asia will benefit us in building
Vantage into a major player in offshore drilling."
About TMT
TMT is one of the world's largest privately-owned shipping companies and
has its operating headquarters in Taiwan. TMT is a global shipping owner
and operator of approximately 100 vessels, including: VLCC's, LNG carriers,
dry bulk carriers, car carriers, cement carriers and others.
Forward-looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, about Vantage,
OGIL and their combined business after completion of the proposed
acquisition. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the current
beliefs and expectations of Vantage's and OGIL's management, are subject to
risks and uncertainties, which could cause actual results to differ from
the forward-looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements: the failure of Vantage stockholders to approve the share
purchase agreement and the transactions contemplated thereby; the
successful completion of the debt financing; the number and percentage of
Vantage's stockholders voting against the acquisition; changing
interpretations of generally accepted accounting principles; relocation of
Vantage's home jurisdiction; continued compliance with government
regulations; legislation or regulatory environments, requirements or
changes adversely affecting the businesses in which OGIL is engaged; demand
for the products and services that OGIL provides; construction delays and
cost overruns; cyclical business and lack of diversification; general
economic conditions; geopolitical events and regulatory changes, as well as
other relevant risks detailed in Vantage's filings with the Securities and
Exchange Commission. The information set forth herein should be read in
light of such risks. Neither Vantage nor OGIL assumes any obligation to
update the information contained in this press release.
Additional Information and Where to Find It
In connection with the proposed acquisition and required stockholder
approval, Vantage will file with the Securities and Exchange Commission a
proxy statement which will be mailed to the stockholders of Vantage.
Vantage's stockholders are urged to read the proxy statement and other
relevant materials when they become available as they will contain
important information about the acquisition. Vantage stockholders will be
able to obtain a free copy of such filings at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of such filings can
also be obtained, without charge, by directing a request to Vantage Energy
Services, Inc., 777 Post Oak Blvd., Suite 610, Houston, Texas 77056.