Oil States makes $651m bid for MAC Group

Houston-based Oil States International is planning a push into the Australian market through a friendly $651 million takeover of The MAC Services Group which operates six mining camps in WA and Queensland.

Oil States International proposes to acquire all of the shares of The MAC for $3.90 per share.

The MAC has entered into a scheme implementation deed with Oil States.

The company's directors have unanimously recommended that shareholders vote in favour of the scheme at a scheme meeting.

The Oil States provides a broad range of services to the oil and gas industry including remote site accommodation in Canada and the US.

In a statement to the Australian Securities Exchange, The MAC said the combination of the two companies would create an international market leader in remote area mining accommodation services.

The combined business would provide accommodation to more than 11,000 workers in Australian and North America.

"The Board has determined that Oil States' proposal provides shareholders with an excellent opportunity to realise significant value from their investment in The MAC," said The MAC chairman Kevin Maloney.

"They believe that the certainty delivered by this cash proposal at an attractive premium is in the best interests of The MAC's shareholders," he said.

Credit Suisse is acting as the financial advisor and Freehills is acting as the legal advisor to The MAC in the transaction.

See company statement below:

The MAC has today entered into a scheme implementation deed ("SID") with Oil States under which it is proposed that a wholly owned subsidiary of Oil States will acquire all of the ordinary shares in The MAC under a scheme of arrangement (the "Scheme").

The Directors of The MAC unanimously recommend that The MAC shareholders vote in favour of the Scheme at the Scheme meeting and the Directors of The MAC have each stated that they intend to vote the shares they control in favour of the Scheme, in the absence of a Superior Proposal and subject to an independent expert concluding that the Scheme is in the best interests of The MAC shareholders.

Marley Holdings Pty Ltd ("Marley") as trustee for The Maloney Family Trust (a 52% shareholder in The MAC) has stated to The MAC board that its current intention is to vote all of The MAC shares held or controlled by it in favour of the Scheme, in the absence of a Superior Proposal and subject to an independent expert concluding that the Scheme is in the best interests of The MAC shareholders.

Marley has also granted an option over a portion of its holding in The MAC to Oil States representing 19.9% of the total issued capital of The MAC. The option will be filed with the ASX in due course.

Houston-based Oil States is a leading provider of a broad range of services to the oil and gas industry including remote site accommodation in Canada and the United States through its subsidiary PTI Group Inc.

The MAC currently owns and operates six accommodation villages in Queensland and Western Australia with close to 5,000 permanent rooms under management.

The combination of The MAC and Oil States would create an international market leader in remote area mining accommodation and services. Upon completion of the proposed transaction, the combined business would provide accommodation and services to more than 11,000 workers per day in Australia and North America, serving a broad range of customers across the natural resources sector.

Upon completion of the proposed transaction, Oil States has indicated that its intention is that the existing management team of The MAC will remain in place to continue to drive the performance and growth of the business in Australia.

Kevin Maloney, The MAC Chairman, said: "The Board has determined that Oil States' proposal provides shareholders with an excellent opportunity to realise significant value from their investment in The MAC. They believe that the certainty delivered by this cash proposal at an attractive premium is in the best interests of The MAC's shareholders."
Mark Maloney, The MAC's Chief Executive Officer and Managing Director said: "Oil States International is very well positioned to continue the development of The MAC. We believe Oil States' complementary remote area mining accommodation and services business, strong financial position and global presence provide great benefits to The MAC's clients, employees and partners."

"The joining of these two businesses is a very good fit. Becoming part of a global parent company with a very similar culture, values and business model will be a positive outcome for The MAC and our people."

"We are focused on business as usual, setting the benchmark for remote living in our existing villages and progressing our new development projects. Our villages will continue to be important hubs within their communities through local employment and supplier relationships and our many corporate contributions."

Credit Suisse is acting as the financial advisor and Freehills is acting as the legal advisor to The MAC.

Scheme Implementation Deed
The SID sets out the respective obligations of The MAC and Oil States in relation to the
implementation of the Scheme.

The SID also contains the conditions to the Scheme. In summary, those conditions include:
- Foreign Investment Review Board ("FIRB") approval;
- The MAC shareholder approval; and
- Court approval.

The MAC has also agreed, in the SID, to:
- Exclusivity arrangements in favour of Oil States; and
- Pay a break fee of $6.5 million to Oil States in certain circumstances, including where any of The MAC Directors change their recommendation in favour of the Scheme (unless the independent expert concludes that the Scheme is not in the best interests of shareholders) and where a third party acquires control of The MAC.

A full copy of the SID will be separately released to the ASX later today.
Indicative timetable
A scheme booklet containing information relating to the Scheme, including the reasons for the Directors' recommendation and an independent expert's report, is currently expected to be sent to The MAC shareholders in November 2010.

The meeting to vote on the Scheme is currently expected to be held in December 2010 and, subject to the satisfaction or waiver of all the conditions to the Scheme, the Scheme is currently expected to be implemented by the end of December 2010.