Date Closed

July 31, 2013

Lead Office

Calgary

Value

98.80 Million CAD

On July 31, 2013, Wenzel Downhole Tools Ltd. (Wenzel or the Company) announced that 1748017 Alberta Ltd. (the Purchaser), a subsidiary of Basin Tools, L.P. (Basin), had completed its acquisition of the Company.

The acquisition was implemented through a Court-approved plan of arrangement (the Arrangement) under the Business Corporations Act (Alberta) involving Wenzel, Basin, the Purchaser and the securityholders of Wenzel.

Under the Arrangement, shareholders will receive cash proceeds for each common share held of C$2.25, without interest. Each option to acquire common shares has been cancelled and the holder thereof will receive a cash payment representing the amount by which C$2.25 exceeds the relevant exercise price of such option. All of the series 1 preferred shares were previously held by Basin and have been converted into common shares.

The Arrangement was approved at the special meeting of the securityholders and by the Court of Queen's Bench of Alberta on July 30, 2013.

As a result of the Arrangement, Wenzel and the Purchaser amalgamated to become "Wenzel Downhole Tools Ltd."

Wenzel, headquartered in Calgary, Alberta, is a designer, manufacturer, seller and renter of drilling tools used in oil and gas exploration.

Basin, headquartered in New York, New York, is a portfolio of equipment manufacturers providing advanced oilfield equipment and technology.

McCarthy Tétrault LLP represented Wenzel, the target, with a team lead by John Osler.