Contact Edsel R. Burns
For Immediate Release (304) 522-3868
January 24, 2008
Energy Services Acquisition Corp.
Enters into Agreement to Acquire
GasSearch Drilling Services Corporation
Huntington, West Virginia, January 24, 2008-Energy Services Acquisition Corp.
(AMEX: ESA, ESA-U, ESA-W) ("Energy Services") announced today that it has
entered into a Stock Purchase Agreement to acquire GasSearch Drilling Services
Corporation, Parkersburg, West Virginia (the "GasSearch Drilling Acquisition").
The agreed upon total acquisition cost to ESA is $23.5 million, payable in a
combination of cash and stock as follows: (i) $17.5 million in cash to cover
current debt and capital expenditures already planned and (ii) a number of
shares of Energy Services common stock equal in value to $3.5 million based upon
the arithmetic average of the closing price of Energy Services common stock as
reported on the American Stock Exchange for the five consecutive trading days
beginning three trading days before the announcement of the GasSearch
Acquisition and the balance in cash.
GasSearch Drilling Service Corporation's entire management team will remain with
the company and its President and CEO, Denny Harton, will continue to serve in
that capacity. In addition, Energy Services has agreed to enter into an
employment agreement with Mr. Harton, whereby Mr. Harton will become an
Executive Vice President of Energy Services. In addition, at the closing or as
soon thereafter as practicable, Mr. Harton will be appointed to Energy Services
Board of Directors.
The closing of the GasSearch Drilling Acquisition is subject to various closing
conditions including the acquisition of another business or businesses, such
that the total value of the businesses acquired have an aggregate fair value of
80% of Energy Services net assets, as defined in its initial public offering In
addition, the closing of the acquisition is further conditioned on holders of
less than 20% of the shares of Energy Services common stock voting against the
transaction and electing to convert their Energy Services common stock into cash
from the trust fund established in connection with Energy Services initial
public offering.
About GasSearch Drilling
GasSearch Drilling (GDS) is a company founded in December of 2006 that began
doing business in 2007. Its primary business is the drilling and servicing of
Oil and Gas wells. It is a wholly owned subsidiary of GasSearch Corporation.
While GDS is a newly formed company, its management team has a long and proven
track record in the oil and gas industry. Denny Harton from GasSearch Drilling
said " I believe this transaction provides the rare opportunity for our company
to become part of a larger, more agile and diverse organization that will enable
us to provide more efficient services to our customers and have the support of a
strong infrastructure that encourages growth.
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About Energy Services Corp.
Based in Huntington, West Virginia Energy Services is a publicly traded, special
purpose acquisition company ("SPAC") formed to invest in or acquire companies in
the energy services industry. The contemplated transaction is subject to
shareholder approval, along with certain regulatory approvals including the
filing of a proxy statement with the Securities and Exchange Commission. "I
couldn't be more pleased than I am to have the opportunity to bring such a high
caliber Company and management team into the Energy Services Family. Denny
Harton has an outstanding history and reputation in his businesses" said
Marshall Reynolds, the Chairman and CEO of Energy Services. "We look forward
with great anticipation to the closing of the transaction with this fine
company".
Forward Looking Statements
This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These forward-looking statements are based on current
expectations and projections about future events and no party assumes on
obligation to update any such forward-looking statements. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about Energy Services, and GasSearch Drilling that may cause actual results to
be materially different from any future results expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause our future results
to differ from those statements include, but are not limited to, the failure of
Energy Services' stockholders to approve the acquisition and the transactions
contemplated thereby; the number and percentage of Energy Services' stockholders
voting against the acquisition and electing to exercise their redemption rights;
changing and interpretations of generally accepted accounting principles; costs
associated with continued compliance with government regulations; legislation or
regulatory environments, requirements or changes adversely affecting the
businesses in which GasSearch Drilling is engaged; the continued ability of
GasSearch Drilling to successfully execute their business plan involving the
proper management of its human resources and assets; demand for the products and
services that GasSearch Drilling provide.
Additional Information
This communication is being made in respect of the proposed transactions
involving GasSearch Drilling and Energy Services. In connection with the
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proposed transactions, Energy Services will file with the Securities and
Exchange Commission ("SEC") a proxy statement on Schedule 14A for the
stockholders of Energy Services describing the proposed transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE ADVISED TO READ, WHEN
AVAILABLE, ENERGY SERVICES DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE
SOLICITATION OF PROXIES FOR THE MEETING OF ITS SHAREHOLDERS BECAUSE THIS PROXY
STATEMENT WILL CONTAIN IMPORTANT INFORMATION.
The definitive proxy statement will be mailed to stockholders as of a record
date to be established for voting on the proposed transaction. Stockholders will
also be able to obtain a copy of the definitive proxy statement and other
documents related to the transaction that are filed with the SEC, without
charge, once available, at the SEC's Internet site (http://www.sec.gov) or by
directing a request to Energy Services Acquisition Corp. at 2450 First Avenue,
Huntington, West Virginia. As a result of the review by the SEC of the proxy
statement, Energy Services may be required to make changes to its description of
the acquired business or other financial or statistical information contained in
the proxy statement.
Energy Services and its directors and officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction with GasSearch Drilling. Information
regarding Energy Services' directors and executive officers is set forth in
Energy Services final prospectus dated August 30, 2006 and the proxy statement
relating to the proposed transaction with Energy Services and their stockholders
when it becomes available.
Energy Services final prospectus also contains a description of the security
holdings of the Energy Services' officers and directors and of Ferris Baker
Watts, the managing underwriter of Energy Services initial public offering
consummated on September 6, 2006, and their respective interests in the
successful consummation of this business combination.
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