Ensign Drilling Inc. made an offer to acquire remaining 90.2% stake in Trinidad Drilling Ltd. (TSX:TDG) for approximately CAD 410 million on August 13, 2018. As part of the consideration, shareholders of Trinidad Drilling will receive CAD 1.68 in cash per Trinidad Drilling common share. The offer is made only for common shares and is not made for any convertible securities, including options. Ensign has secured all of the financing required to fund the entire consideration payable for the common shares and, if required, to refinance existing Trinidad debt as well as Ensign debt that may be required to be refinanced as part of the transaction. A fully committed financing in connection with the offer is being provided by BMO Capital Markets and will be funded with aggregate commitments, consisting of CAD 1.25 billion 3 year revolving credit facility and $700 million (CAD 916.8 million) bridge loan financing. Trinidad’s Board would serially resign and appoint five Ensign Nominees to Trinidad’s Board which includes Robert H. Geddes, Gary Casswell, James B. Howe, Len O. Kangas and John G. Schroeder. Ensign and Trinidad also agreed that Robert Geddes and Michael Gray should be appointed as President and Chief Operating Officer, and Chief Financial Officer, respectively, of Trinidad. The offer will be subject to customary conditions including, without limitation, the deposit under the offer of common shares representing at least 66-2/3% of outstanding common shares, receipt of all necessary governmental, regulatory and third party approvals, including the Competition Act approval and the HSR approval, waiver of the Trinidad shareholder rights plan, and no material adverse change having occurred in the business, affairs, prospects or assets of Trinidad. The transaction is not subject to the approval of Ensign’s shareholders and is not subject to any financing or due diligence conditions. The offer is subject to a non-waivable condition that more than 50% of the outstanding common shares, excluding those common shares beneficially owned, or over which control or direction is exercised, by Ensign or by any person acting jointly or in concert with Ensign, shall have been validly deposited and not withdrawn. The offer will not be subject to the approval of Ensign’s shareholders and is not subject to any financing or due diligence conditions. All conditions of the offer other than the statutory minimum condition may be waived by ensign. If, by the expiry time or within 120 days after the date of the offer, whichever period is the shorter, Ensign takes up for 90% or more of the outstanding common shares under the offer, other than common shares held at the date of the offer by or on behalf of Ensign, then Ensign intends to acquire the remainder of the common shares by way of a compulsory acquisition for consideration per common share not less than, and in the same form as, the offer consideration. Trinidad advised its shareholders not to take any action until they have received further communication from Trinidad's Board of Directors. The Board of Directors of Trinidad Drilling Ltd. has constituted a special committee of independent directors to assist the Board of Directors in the process. Offer will initially be open for acceptance for a minimum of 105 days from the date of commencement. The offer will be extended for a period of not less than 10 days after Ensign first takes up shares under the offer. On August 30, 2018, the Offer was formally commenced. As of September 13, 2018, The Trinidad Board unanimously recommended its shareholders to reject the Ensign offer and not tender to the offer. As of October 5, 2018, Trinidad's Board continues to unanimously recommend that Trinidad’s shareholders reject the Ensign offer and Precision Drilling Corporation (TSX:PD) entered into an arrangement agreement to acquire Trinidad Drilling Ltd. (TSX:TDG) for approximately CAD 560 million. As of November 9, 2018, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was given. The offer will expire on December 14, 2018. As of November 16, 2018, Ensign shortened the time for acceptance of the offer as on November 27, 2018. As of November 22, 2018, the Trinidad Board continues to recommend that shareholders do not tender to the inadequate all-cash Ensign Offer and Reject the Ensign Offer by taking no action with respect to the Ensign Offer. The applicable 30-day waiting period under the Competition Act (Canada) with respect to the offer expired on November 26, 2018, with no Supplementary Information Request being made by the Commissioner of Competition appointed under the Competition Act to Holdings. A No-Action Letter in respect of the acquisition by Holdings of all of the issued and outstanding Trinidad Shares was subsequently issued by the Commissioner on December 11, 2018. As of November 27, 2018, conditions to its offer for Trinidad Shares have been satisfied or waived. Approximately 56.38% of the common shares ("Trinidad Shares") of Trinidad Drilling Ltd. have been tendered to the Offer and have been taken up by Ensign satisfying the Statutory Minimum Condition being the tender to the Offer of more than 50% of the Trinidad Shares not owned or controlled by Ensign. Ensign has taken up and accepted for payment all such deposited Trinidad Shares. All other conditions to the Offer, including the Key Regulatory Approvals (Competition Act and Hart Scott Rodino), have been satisfied. As on December 21, 2018, Trinidad will proceed with the special meeting of Trinidad shareholders scheduled for January 31, 2019 to consider and approve the transaction. As of November 27, 2018, the Offer is being extended for the statutory mandatory extension period to December 10, 2018. As a result of the tendered shares, the transaction with Precision Drilling Corporation was terminated. As of December 10, 2018, Ensign acquired 86.67% stake and the offer period was extended to December 21, 2018. As on December 21, 2018, the takeover bid expired. On January 4, 2019, Trinidad entered into an amalgamation agreement Ensign. The Amalgamation will constitute the subsequent acquisition transaction proposed by Ensign in order to acquire all of the Trinidad Shares that Ensign did not acquire under its offer to purchase all of the outstanding Trinidad Shares. The agreement is subject to approval by at least 66-2/3% of the votes cast by holders of Trinidad Shares and approval of a majority of the votes cast by “minority” holders of the affected securities. All of the Trinidad Shares acquired pursuant to the offer, representing approximately 78.9% of the issued and outstanding Trinidad Shares, are entitled to be voted by Ensign as “minority” Trinidad Shares and therefore, are not excluded Trinidad shares. The Trinidad Board has approved the amalgamation and the amalgamation agreement and recommends that the Trinidad Shareholders vote in favor of the Amalgamation Resolution. After excluding the votes attached to the Excluded Trinidad Shares, the votes attached to Ensign’s Trinidad Shares are sufficient to enable the required approvals of the Amalgamation Resolution to be obtained. Accordingly, Ensign is therefore in a position to ensure that the Amalgamation Resolution is approved. As on January 31, 2019, Trinidad Shareholders approved the transaction. As on December 21, 2018, the transaction is expected to be completed on January 31, 2019. BMO Nesbitt Burns Inc. acted as financial advisor, Neal Ross and Tristram Mallett of Osler, Hoskin & Harcourt LLP acted as legal advisor and Kingsdale Advisors acted as strategic communications advisor, information agent and depositary to Ensign. TD Securities Inc. acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal advisor to Trinidad Drilling Ltd. D.F. King Canada acted as information agent and TSX Trust Company acted as transfer agent to Trinidad Drilling Ltd. Ensign Energy Services Inc. (TSX:ESI) completed the acquisition of Trinidad Drilling Ltd. (TSX:TDG) on February 15, 2019. Trinidad Drilling common shares are scheduled for delisting on February 19, 2019.