Allis-Chalmers Energy Inc. (NYSE: ALY) and Seawell Limited (OSE: SEAW)
today announced that they anticipate that the merger of Allis-Chalmers
with and into a wholly owned subsidiary of Seawell will close on
Wednesday, February 23, 2011. They also confirmed that the deadline for
Allis-Chalmers stockholders to make an election with respect to the type
of merger consideration they wish to receive is 5:00 p.m., Houston time,
on February 23, 2011.
The completion of the merger is subject to the approval of
Allis-Chalmers' stockholders and other customary closing conditions.
If you have any questions about the merger, including how to vote your
shares of Allis-Chalmers, you should contact Georgeson, Inc., the
information agent for Allis-Chalmers, toll free at (866) 628-6024 (banks
and brokers call (212) 440-9800).
Forward-Looking Statements
This press release contains forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934) regarding the merger of
Allis-Chalmers and Seawell. Words such as expects, anticipates, intends,
plans, believes, seeks, estimates and similar expressions or variations
of such words are intended to identify forward-looking statements, but
are not the exclusive means of identifying forward-looking statements in
this press release.
Although forward-looking statements in this press release reflect the
good faith judgment of our respective management teams, such statements
can only be based on facts and factors that our respective management
teams currently know. Consequently, forward-looking statements are
inherently subject to risks and uncertainties, and actual results and
outcomes may differ materially from the results and outcomes discussed
in the forward-looking statements. Factors that could cause or
contribute to such differences in results and outcomes include, but are
not limited to, the failure of all the conditions to the closing of the
merger being met.
Further information about the risks and uncertainties relating to the
merger are set forth in the proxy statement/prospectus relating to the
merger and in our other SEC filings and publicly available documents. We
urge readers not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Allis-Chalmers and Seawell undertake no obligation to revise or update
any forward-looking statements in order to reflect any event or
circumstance that may arise after the date of this press release.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. The publication or distribution of this communication
may, in some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, Seawell Limited, Allis-Chalmers and their
respective affiliates disclaim any responsibility or liability for the
violation of such restrictions by any person. In connection with the
proposed merger between Seawell and Allis-Chalmers, Seawell has filed
with the SEC a Registration Statement on Form F-4 that includes a proxy
statement of Allis-Chalmers that also constitutes a prospectus of
Seawell. The definitive proxy statement/prospectus can be obtained free
of charge at the SEC's website ( http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=6619555&lan=en-US&anchor=www.sec.gov&index=1&md5=491f911dcdc7bef243328ba74b1090c9 - www.sec.gov ).
Seawell and Allis-Chalmers mailed the definitive proxy
statement/prospectus to the Allis-Chalmers stockholders on or about
January 25, 2011. Seawell and Allis-Chalmers urge investors and
stockholders to read the proxy statement/prospectus regarding the
proposed merger, as supplemented, as well as other documents filed with
the SEC, because they contain important information. You may obtain
copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC's website ( http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=6619555&lan=en-US&anchor=www.sec.gov&index=2&md5=1cb30d1b3a11b24a1d83e36bfd4a1c48 - www.sec.gov ).
You may also obtain these documents, free of charge, from Seawell's
website ( http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.seawellcorp.com&esheet=6619555&lan=en-US&anchor=www.seawellcorp.com&index=3&md5=1b486eee48bffafc8923ce4fec37228f - www.seawellcorp.com )
under the tab "Investors." You may also obtain these documents, free of
charge, from Allis-Chalmers' website ( http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.alchenergy.com&esheet=6619555&lan=en-US&anchor=www.alchenergy.com&index=4&md5=5bbe141bced602e839ba4575a8a98e5e - www.alchenergy.com )
under the tab "For Investors" and then under the heading "SEC Filings."
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Allis-Chalmers Energy Inc. Victor M. Perez, 713-369-0550 or Seawell
Limited Jorgen Rasmussen, +47 51 30 80 00 or Thorleif
Egeli, +47 51 30 80 00
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