Hercules and TODCO Announce Preliminary Results of Elections for Cash and Stock Merger Consideration


HOUSTON, July 9 /PRNewswire/ --

Hercules Offshore, Inc. (Nasdaq: HERO) ("Hercules") and TODCO (NYSE: THE)
("TODCO") today announced that based on the preliminary results of elections
made by TODCO stockholders, prior to the July 5, 2007 election deadline, as
to the form of merger consideration to be received in the proposed merger of
Hercules and TODCO, neither the stock component nor the cash component of the
merger consideration is over-subscribed. Accordingly, it is expected that all
stockholders who made valid merger consideration elections by the election
deadline will receive the form of merger consideration that they elected to
receive. However, the exact allocation of the merger consideration will not
be known until final results of the election process are determined at the
end of the guaranteed delivery period described below.

(Logo: http://www.newscom.com/cgi-bin/prnh/20050601/DAW092LOGO )

A total of approximately 57,764,927 shares of TODCO common stock were
outstanding on July 5, 2007. Of this amount, based upon preliminary
calculations, approximately 15,461,194 shares or 26.8% elected to receive
cash merger consideration, 33,080,861 shares or 57.3% elected to receive
shares of Hercules common stock and 6,038,429 shares or 10.4% did not make a
valid election. In addition, elections covering approximately 3,184,443
shares were made pursuant to the notice of guaranteed delivery procedure, of
which approximately 798,590 shares or 1.4% elected to receive cash and
2,385,853 shares or 4.1 % elected to receive Hercules common stock.

Hercules expects to pay a total of approximately US$924 million in cash
to TODCO stockholders, and issue approximately 56.6 million shares of
Hercules common stock pursuant to the merger agreement, based on the
estimated number of shares of TODCO common stock outstanding on July 5, 2007
and the preliminary election results.

Based on the average closing price of Hercules common stock on NASDAQ for
the 10 trading days ending on July 6, 2007 (the "Final Hercules Stock Price")
and assuming the merger closes on July 11, 2007 as scheduled, those TODCO
stockholders electing to receive cash consideration are expected to receive
approximately US$48.46 in cash per share of TODCO common stock and stock
electors are expected to receive approximately 1.462 shares of Hercules
common stock per share of TODCO common stock having an implied value (based
on the Final Hercules Stock Price) of US$48.46.

TODCO stockholders who failed to make a valid election prior to the
election deadline are expected to receive merger consideration consisting of
a combination of approximately 0.778 shares of Hercules common stock and
US$22.56 cash per share of TODCO common stock based on the Final Hercules
Stock Price and assuming the merger closes on July 11, 2007.

Elections that were made pursuant to the notice of guaranteed delivery
procedure will require the delivery of the share certificates representing
such shares of TODCO common stock (or a confirmation evidencing the
book-entry transfer of such shares) to the exchange agent by the end of the
guaranteed delivery period, which is 5:00 p.m., New York City time, on July
10, 2007. If the exchange agent does not receive the required stock
certificates or confirmation by this guaranteed delivery deadline with
respect to any such election, the shares of TODCO common stock subject to
such election will be treated as shares that did not make a valid election.
Any change in the stock election shares would in turn affect the mix of the
merger consideration between cash and Hercules common stock to be received by
the non-electors.

After the final results of the election process are determined, the
actual merger consideration and the cash and stock allocation will be
computed using the formula contained in the merger agreement. The formula
will be based on, among other things, the number of shares of TODCO common
stock outstanding immediately prior to the completion of the merger, the
final results of the election process, and the Final Hercules Stock Price.
Hercules will issue a press release announcing the final merger consideration
elections when determined.

Hercules and TODCO expect to complete the merger on Wednesday, July 11,
2007. The proposed merger remains subject to the satisfaction of the
conditions to closing contained in the merger agreement.

Forward-Looking Statements

Forward-looking statements: Certain statements made herein, including
regarding the allocation of the merger consideration and completion of the
proposed merger, are forward-looking statements under the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations and estimates of the management of Hercules and TODCO and are
subject to risks and uncertainties that may cause actual results to differ
materially. Although Hercules and TODCO believe that such expectations
reflected in such forward-looking statements are reasonable, they cannot give
assurances that such expectations will prove to be correct. You should not
place undue reliance on these forward-looking statements, which speak only as
of the date hereof. Except as required by law, Hercules and TODCO undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Risks of the merger: Risks with respect to the combination of Hercules
and TODCO include the risk that Hercules and TODCO will not be able to close
the transaction, as well as difficulties in the integration of the operations
and personnel of TODCO and diversion of management's attention away from
other business concerns. Hercules and TODCO expect to incur substantial
transaction and merger related costs associated with completing the merger,
obtaining regulatory approvals, combining the operations of the two companies
and achieving desired synergies. Additional unanticipated costs may be
incurred in the integration of the businesses of Hercules and TODCO. Expected
benefits of the merger may not be achieved in the near term, or at all.
Hercules will have a significant amount of additional debt as a result of the
merger. This debt will require Hercules to use cash flow to repay
indebtedness, may have a material adverse effect on Hercules' financial
health, and may limit Hercules' future operations and ability to borrow
additional funds.

Business risks: Other risks and uncertainties that may affect actual
results of Hercules and TODCO and the combined company after the merger
include, among other things, oil and natural gas prices and industry
expectations about future prices; demand for offshore and inland water rigs
and liftboats; Hercules' and TODCO's ability to enter into and the terms of
future contracts; the impact of governmental laws and regulations; increases
in operating expenses; uncertainties relating to the level of activity in
offshore oil and natural gas exploration, development and production; the
availability of skilled personnel; extended delivery time for material and
equipment; labor relations and work stoppages; operating hazards such as
severe weather and seas, fires, cratering, blowouts, war, terrorism and
inadequate insurance coverage; compliance with or breach of environmental
laws; the impact of newly built rigs; the effect of litigation and
contingencies; international political and economic uncertainties; adverse
political and economic conditions in Venezuela and Nigeria; and the inability
of Hercules or TODCO to achieve their plans or carry out their strategies.
Other risks and uncertainties that may affect actual results are described in
Hercules' and TODCO's most recent periodic reports and other documents filed
with the SEC, which are available free of charge at the SEC's website at
http://www.sec.gov.

Additional Information and Where to Find It

In connection with the proposed merger, Hercules and TODCO have filed
with the Securities and Exchange Commission (the "SEC") a definitive joint
proxy statement/prospectus dated June 1, 2007. The definitive joint proxy
statement/prospectus was mailed to stockholders of record of Hercules and
TODCO as of May 30, 2007. INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING
HERCULES, TODCO AND THE MERGER.

Investors and security holders of Hercules and TODCO may obtain a free
copy of the definitive joint proxy statement/prospectus and other documents
containing information about Hercules and TODCO, free of charge, at the SEC's
website at http://www.sec.gov. Copies of the definitive joint proxy
statement/prospectus may also be obtained free of charge by directing a
request to Hercules by contacting its investor relations department at
+1-713-979-9832 or by accessing its website at 
http://www.herculesoffshore.com or TODCO by contacting its investor relations 
department at +1-713-278-6014 or by accessing its website at 
http://www.theoffshoredrillingcompany.com.

Hercules, TODCO and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of Hercules and TODCO in connection with the merger. Information
about the directors and executive officers of Hercules and TODCO and their
ownership of Hercules' common stock is set forth in the Registration
Statement on Form S-4 filed by Hercules with the SEC on April 24, 2007.
Information about the directors and executive officers of TODCO and their
ownership of TODCO common stock is set forth in Form 10-K/A (Amendment No. 1)
which was filed with the SEC on April 24, 2007. Investors may obtain free
copies of these documents from Hercules and TODCO using the contact
information above. Investors may obtain additional information regarding the
interests of such participants by reading the definitive joint proxy
statement/prospectus.

About Hercules

Headquartered in Houston, Hercules operates a fleet of nine jackup
drilling rigs and 65 liftboats. The company offers a range of services to oil
and gas producers to meet their needs during drilling, well service, platform
inspection, maintenance, and decommissioning operations in shallow waters.

About TODCO

TODCO is a leading provider of contract oil and gas drilling services
with the largest fleet in the shallow water U.S. Gulf of Mexico and along the
U.S. Gulf Coast. TODCO's common stock is traded on the New York Stock
Exchange under the symbol "THE".

Web site: http://www.herculesoffshore.com
              http://www.theoffshoredrillingcompany.com



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