Element Technical Services Inc. signed a letter of intent to acquire Essential Energy Services Ltd. (TSX:ESN) on August 18, 2023. Element Technical Services Inc. entered into an agreement to acquire Essential Energy Services Ltd. for CAD 59.8 million on September 15, 2023. As part of consideration, Element Technical will pay CAD 0.40 in cash for each Essential Energy Services share. Upon closing of the transaction, Essential shares will be de-listed from the TSX. In the event of the termination of the Amalgamation Agreement as a result of an Element Damages Event, Essential has agreed to pay to Element a non-completion fee of CAD 5.5 million.

The transaction is subject to approval of Essential shareholders, resignation of each director of Essential, Essential Shareholders holding not more than 10% of the Essential Shares shall have exercised dissent rights, the approval of the TSX and certain regulatory and other approvals customary in transactions of this nature. Boards of directors of Element Technical and Essential have unanimously approved the transaction. Outside date of the transaction is December 15, 2023. As of October 31, 2023, independent proxy advisory firm Institutional Shareholder Services (?ISS?) recommends shareholders vote for the acquisition of Essential Energy Services by Element Technical Services. As on November 7, 2023, Essential?s shareholders approved the Amalgamation at its special meeting of shareholders.

Sarah Gingrich, Martin Legault, Antonio Di Domenico of Fasken Martineau DuMoulin acted as legal advisor and Peters & Co. Limited acted as financial and fairness opinion provider to Essential Energy Services. Brian Bidyk of McCarthy Tétrault LLP acted as legal advisor to Element Technical. Computershare Trust Company of Canada and Computershare Investor Services Inc. acted as depository for Essential Energy. Odyssey Trust Company has been retained as Proxy Solicitation and Information Agent by Essential. Essential has agreed to pay Odyssey Trust Company an aggregate fee of up to CAD 33,500.

Element Technical Services Inc. completed the acquisition of Essential Energy Services Ltd. (TSX:ESN) on November 10, 2023.