Octane Energy Services Ltd.
Release Date: March 31, 2003
Octane Energy Services Ltd. and Pronghorn Controls Ltd. complete merger
21:37 EST Monday, March 31, 2003
CALGARY, March 31 /CNW/ – Octane Energy Services Ltd. (“Octane”) (TSX Venture Exchange – “OES”) and Pronghorn Controls Ltd. (“Pronghorn”) announced today that they have completed the previously announced combination of their businesses. The merger creates an integrated energy services company with four main operating divisions that generated a combined $51 million of revenue in 2002 (on a pro forma basis). Octane is engaged in the provision of oilfield, facilities and pipeline construction services and the electrical and instrumentation business.
At closing, three directors of Octane resigned and were replaced by two nominees of Pronghorn and a joint nominee of Octane and Pronghorn. The three resigning directors were Gordon Crooks, Kevin Dickson and Otto Dusterhoft. Octane wishes to thank these three directors, who have provided the company with exemplary guidance and input. They were replaced by J. Arthur Bray and Merv Chia (the Pronghorn nominees) and James L. Rathwell (a joint nominee).
J. Arthur Bray is a director of NEX Industries Ltd., a private investment management company. Mr. Bray has over 29 years of financial and senior management experience, the last 16 of which were in the oil and gas sector. He has been responsible for financial and accounting functions, corporate and tax planning, risk and loss prevention, investor and public relations, dealing with credit rating agencies and meeting the ongoing Canadian and US regulatory requirements for public companies. Mr. Bray was the Supervisor of Corporate Finance with Alberta Energy Company (a predecessor to Encana Corp.) from March, 1985 to October, 1988 and Director, Corporate Finance with PetroCanada from November 1988 to May 1994. From June 1994 to September 1996 he was the Vice President, Finance and CFO of Beta Well Service Inc. From April 1997 to December 1998, Mr. Bray held the position of CFO, CEO and Chairman of the Board of Mercantile International Petroleum Inc. Mr. Bray obtained a B.M (1970), M.M. (1975) and M.B.A. (1984) from the University of Alberta.
Merv Chia is a director of NEX Industries Ltd., a private investment management company. Mr. Chia has over 22 years of experience in buying and building private businesses. He is the former President and director of Supreme Produce Group Inc. (1994 to 1998). He is a former Chapter President of the Young Entrepreneurs’ Organization, a former director of the National Association of Fresh Produce Producers, the Assiniboine Credit Union and Young Entrepreneurs’ Organization International and a member of the Young Presidents’ Organization.
James L. Rathwell is the President of JLR Resource Services Inc., a private consulting firm focused on the oilfield services industry. Mr. Rathwell has over 25 years of experience in the oil and gas services sector. Mr. Rathwell was a founding shareholder and the President and C.E.O. of Bowridge Resource Group Inc., from August 1993 to November 2001 during which time he helped Bowridge complete and finance seven acquisitions and grow to become a TSE-listed, provider of oilfield services that was subsequently sold to an energy fund in 2001. Mr. Rathwell’s oil and gas service experience also includes working with the ATCO organization in the Target Well Servicing Division for 8 years, with ENSERV Corp. for 5 years in its rental operations and as a private consultant to various energy services businesses, with emphasis on corporate restructuring, merger and acquisitions, marketing and sales development. Mr. Rathwell holds a B.Comm in Management and Finance from the University of Calgary (1971). He has a strong practical working knowledge of the oil and gas service industry having worked during his career in each of the production, completion and drilling areas of the industry.
Messrs. Bray, Chia and Rathwell join existing directors Brian Cebryk, John Hooks, Myron Tetreault and Brian Hughes. It is contemplated that a fourth director of Octane will resign sometime following closing and be replaced by a nominee of Pronghorn. Upon constitution of the new board of directors, Mr. Rathwell was appointed as Chairman of the board of directors. The board of directors has also established an Acquisition Committee consisting of Myron Tetreault, Merv Chia and Art Bray to focus on pursuing additional growth opportunities through mergers and acquisitions.
The senior management team of the combined company will be as follows:
James L. Rathwell, Chairman
Myron Tetreault, President & CEO
Jeff Newman, VP, Finance and CFO
Ron Bristow, VP, Facilities & Pipeline
Peter Kalutich, VP, Electrical & Instrumentation
The company has also established an integration team led by Peter Kalutich to focus on achieving a rapid and effective combination of the two operations, as well as identifying opportunities for cost savings and synergies between Octane and Pronghorn. Mr. Kalutich has over 37 years of experience in the oil and gas services business. After attending the University of Alberta in engineering studies, he began his career with BJ Services, an international oil and gas well servicing company where he held various technical, operational and managerial positions, leaving that company in 1978 when he was manager of the Canadian Division. He then joined Canadian Fracmaster Ltd. and left in 1996 when he held the position of Senior Vice President North, South and Central America. Fracmaster was an international oil and gas, well service and oil production company providing oilfield technology and services to the industry. From April 1997 to December 1998 he was Vice President Operations for Mercantile International Petroleum Inc. He has consulted to Pronghorn and its parent company since May 2000 and has acted as the President of NEX Industries Ltd. since its purchase of Pronghorn in 2001.
Doug Corcoran will continue to be responsible for the field operations of the Electrical and Instrumentation Division. Mr. Corcoran has over 26 years of experience in the oil and gas and service industries. He spent the first ten years of his career in various field positions with Alberta Gas Trunkline, which became Nova Corporation and ultimately a part of TransCanada Pipelines Ltd. He joined Pronghorn in 1987, became a partner in 1988, assumed the position of head of the service operations in 1992 and was appointed President in December 2000.
Cam Jenkins will continue to be responsible for the SAAB operations and will take a leadership role in marketing and corporate development. Mr. Jenkins has over 30 years experience in the instrumentation and controls business related to the oil and gas sector in Alberta. He started his career with Nova Corporation in 1972 after graduating from the Northern Alberta Institute of Technology with his Instrument Mechanics Certification. He left his position at Lead Hand Instrumentation in 1981 to establish Pronghorn Instrumentation Services Ltd. in Brooks, Alberta and subsequently helped establish numerous satellite offices. In 1991, Mr. Jenkins secured part ownership in Art’s Pipeline Construction Ltd. In 1992, he was a founding shareholder and partner in Dig Safe Hydro Trenching. In 1994, he became a founding partner in Syndicated Energy Technologies Ltd. and continued to help build that company until 1998 when it separated and evolved into Syntech. Mr. Jenkins has continued in a leadership role with Pronghorn and its parent company.
The approval of the TSX Venture Exchange requires Octane to file certain final documentation on or before April 21, 2003, including a filing statement.
Octane Energy Services Ltd. is a growth oriented energy services company that provides oilfield, pipeline and facilities construction services as well as environmental reclamation and remediation services and electrical & instrumentation services. Through its subsidiaries, Octane Energy Services Corp., Hughes Oilfield Construction Inc., K-TEK Construction Ltd. and Pronghorn Controls Ltd., Octane has approximately 500 employees operating from 14 locations across western Canada. The head office of Octane is located in Calgary, Alberta and its common shares are listed for trading on the TSX Venture Exchange under the symbol “OES”. On closing, the company has 28.2 million shares (basic) outstanding.
THE TSX VENTURE EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED OF THE
INFORMATION CONTAINED HEREIN.
For further information: Myron Tetreault, President and CEO, (403) 509-3931, or Jeff Newman, VP Finance and CFO, (403) 509-3932
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