Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>

Opinion of Financial Advisor



       Simmons rendered to the Board of Directors of Key its oral opinion (which
was  subsequently  confirmed in writing) to the effect that,  as of November 18,
1995, the Merger was fair, from a financial  point of view, to the  stockholders
of Key. The full text of Simmons'  opinion dated  December 29, 1995,  which sets
forth  assumptions  made,  matters  considered  and  attendant  limitations,  is
attached  hereto  as Annex  II and is  incorporated  herein  by  reference.  Key
stockholders  are urged to,  and  should,  read such  opinion  carefully  in its
entirety. (See "Certain  Considerations Relating to the  Transaction--Opinion of
Financial Advisor to Key".)


Effective Time of Merger

       The Merger  will become  effective  upon the filing of a  certificate  of
merger  with the  Secretary  of State of the State of Delaware  and  articles of
merger with the Department of Assessments  and Taxation of the State of Maryland
in accordance  with  applicable law, or at such later date as the certificate of
merger and articles of merger may specify.

Conditions to the Merger

       Consummation  of the  Merger  and each of the  transactions  contemplated
thereby is  conditioned  on, among other things,  (i) approval of the Merger and
the Key Charter  Amendment  by the holders of Key Common Stock and the Merger by
the  holders  of  WellTech  Common  Stock,   (ii)  the  incurrence  of  the  New
Indebtedness,  (iii) no  injunction  or order or  certain  other  actions of any
governmental  authority which prohibits or makes illegal any of the transactions
contemplated  by the Merger  Agreement  or which  could  have an Adverse  Effect
(which,  as defined in the Merger  Agreement,  contemplates  a material  loss of
benefits) on Key, assuming consummation of the Merger, (iv) receipt, in the case
of Key,  of an  opinion  of its tax  counsel  as to the  tax-free  nature of the
Merger,  and (v) the  performance in all material  respects by each party to the
Merger Agreement of its respective obligations thereunder. (See "Proposals to be
Voted upon at the Key Special Meeting--Item 1: The Merger".)

Acquisition Proposals

         The  Merger  Agreement  prohibits  WellTech,  Key and their  respective
subsidiaries  and their  respective  officers,  directors,  representatives  and
agents  from,  directly  or  indirectly,  knowingly  soliciting,  initiating  or
participating  in any way in proposals,  discussions  or  negotiations  with, or
knowingly  providing any confidential  information to, any person (other than to
the other or any  affiliate  or  associate  of the  other  and their  respective
directors,  officers,  employees,  representatives  and agents)  concerning  any
merger, consolidation,  share exchange or similar transaction involving WellTech
or Key,  respectively.  However, each of WellTech's and Key's Board of Directors
may make such disclosure to its stockholders as, in the judgment of its Board of
Directors  with the written  advice of outside  counsel,  may be required  under
applicable law. Each of WellTech and Key has agreed to notify the other promptly
if any such  proposal  or  inquiry  is  received  by,  any such  information  is
requested  from,  or any such  negotiations  or  discussions  are  sought  to be

                                      -7-