2010-06-09-2010-06-07
Offer to acquire environmental and seismic services provider.
An affiliate of New York, New York-based, private-equity firm Wellspring Capital Management LLC intends to acquire all of the outstanding shares of environmental and seismic services provider Omni Energy Services Corp., Carencro, La., (Nasdaq: OMNI) for $2.75 per share, for a total price of approximately $122 million in cash and debt.
The cash consideration represents a premium of 29.7% over the closing price of Omni shares on June 3. If a superior offer is accepted, Omni could, subject to certain conditions, including payment of a break-up fee of approximately $1.8 million, plus expenses up to $0.75 million, terminate the merger agreement. The merger agreement allows for Omni to actively solicit other possible bidders by July 16.
Omni was formed in 1987 and is an E&P service provider focused on seismic services, environmental and other services and equipment leasing.
Omni chief executive Brian Recatto says, "We believe this transaction will deliver an immediate and significant premium for our shareholders especially in light of the uncertain markets after the unprecedented drop in our end markets in 2009 and the continued current uncertainty in the Gulf of Mexico. Our strategic partnership with Wellspring is the culmination of a comprehensive process to address our balance sheet issues and will allow us to substantially improve our capital structure."
Wellspring managing partner William Dawson adds, "We look forward to working with Omni and providing them with the long-term capital base they need in order to pursue business opportunities, grow their capabilities and weather the volatility of their end markets."
The transaction is not subject to a financing condition. Wellspring has provided commitment letters for the necessary debt financing. Three directors of Omni, including Recatto, are participating in the transaction.
The deal is expected to close by year-end 2010.
Stephens Inc. is advisor to Omni. GulfStar Group is offering a fairness opinion. Kelly Hart & Hallman LLP is legal counsel to Omni. Paul, Weiss, Rifkind, Wharton & Garrison LLP is legal counsel to Wellspring.