NEWS RELEASE
For more information contact:
NORMAN W. NOLEN STEVE GRANT
(713) 439-9400 (713) 462-7300
WEATHERFORD INTERNATIONAL ENTERRA CORPORATION
1360 POST OAK BOULEVARD 13100 NORTHWEST FWY.
SUITE 1000 SIXTH FLOOR
HOUSTON, TEXAS 77056 HOUSTON, TEXAS 77040
JOINT PRESS RELEASE FOR IMMEDIATE DISTRIBUTION
WEATHERFORD AND ENTERRA TO MERGE
Houston, TX (June 26, 1995) -- Weatherford International Incorporated
(NYSE-WII) and Enterra Corporation (NYSE-EN) jointly announced today the signing
of a definitive agreement providing for the merger of the two companies. The
boards of directors of the two companies approved the merger agreement at
meetings held on Friday, June 23, 1995. Pursuant to the terms of the merger
agreement, 1.69 Weatherford shares (or 0.845 shares after giving effect to the
reverse stock split discussed below) will be issued in exchange for each share
of Enterra. The exchange ratio is fixed and will not be adjusted for changes in
the market price of either company's common stock. Following the merger, the
former Enterra stockholders will own approximately 46% of the combined entity,
which will be known as "Weatherford/Enterra, Inc."
Contemporaneously with the merger, Weatherford will effect a 1-for-2
reverse stock split. Following the merger and the reverse stock split,
Weatherford/Enterra will have approximately 50.6 million shares outstanding. The
transaction is subject to approval by the shareholders of both companies and
lender and regulatory approvals. Closing of the transaction is anticipated to
occur before year-end. The companies expect that the transaction will be
accounted for as a pooling of interests.
The board of directors of the combined company will consist of ten
directors, five of whom will be former Weatherford directors and five of whom
will be former Enterra directors. Philip Burguieres, Chairman, President and CEO
of Weatherford, will serve as Chairman, President and CEO of
Weatherford/Enterra.
"The combination of these two quality companies affords excellent
opportunities for our shareholders, employees and customers and should provide
significant operational and financial combination benefits," Burguieres stated.
"With total assets in excess of $1 billion and total annual revenues in excess
of $850 million, Weatherford/Enterra will rank in the top tier of oilfield
service companies. The new company will be recognized as
-MORE-
an industry leader in each of its six core businesses - Rental and Fishing Tool
Services, Tubular Handling Services, Cementation Products, Gas Compression,
Pipeline Services, and Energy Products -- with over 200 locations and over 6,000
employees worldwide." D. Dale Wood, Chairman, President & CEO of Enterra added
that "This transaction provides an exciting opportunity for Enterra's
shareholders and is consistent with the company's long-term strategic goals.
Weatherford/Enterra's expanded base of complementary services and products will
enable us to better serve our customers, who desire more services and products
from fewer vendors at more competitive prices."
Weatherford is a Houston, Texas based diversified international energy
service and manufacturing company that provides tubular handling services,
fishing and rental tool services, cementation products and other specialized
equipment to the oil and gas industry. Enterra, also based in Houston, Texas, is
a worldwide provider of specialized services and products to the oil and gas
exploration, production and transmission industries.
###