First Reserve and CHC Announce Closing of Plan Arrangement
Greenwich, CT, Houston, TX, London and Vancouver, September 16, 2008 — CHC Helicopter Corporation (“CHC”) (TSX:FLY.A, FLY.B) (NYSE:FLI) and First Reserve Corporation (“First Reserve”) are pleased to announce that the Plan of Arrangement (the “Arrangement”) between 6922767 Canada Inc., an affiliate of funds managed by First Reserve, and CHC was completed today. The Arrangement was overwhelmingly approved by CHC’s shareholders at a special meeting held on April 29, 2008, and was approved by the British Columbia Supreme Court on May 1, 2008. Under the Arrangement, 6922767 Canada Inc. acquired all of CHC’s outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares for cash consideration of CDN$32.68 per share.
It is expected that the CHC Class A Subordinate Voting Shares and Class B Multiple Voting Shares will be delisted from the TSX and the NYSE (in respect of the Class A shares) later this week.
Also, on September 15, 2008, CHC’s cash tender offer (the “Offer”) for all outstanding CHC’s 7 3/8% senior subordinated notes due 2014 (the “Notes”) and the related consent solicitation expired. CHC indicated that approximately $392 million principal amount of the Notes was validly tendered to the Offer. All Notes validly tendered were purchased by CHC and submitted to the trustee for cancellation. As a result of CHC’s purchase of the tendered Notes, the amendments to the Notes indenture contemplated by the consent solicitation have become operative.
CHC intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each of the jurisdictions in Canada where is it currently reporting.
CHC is the world’s largest provider of helicopter services to the global offshore oil and gas industry, with aircraft operating in more than 30 countries worldwide, and regional headquarters in Aberdeen, Scotland, Stavanger, Norway and Vancouver, Canada.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements, including statements regarding the delisting of the CHC shares. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements in this news release are made as of the date of this release.