SIMMONS & COMPANY
Key Energy Group, Inc.
December 29, 1995
proposed transaction by the current holders of Key Common Stock and WellTech
Common Stock; (vi) the pro forma effect of the transaction on Key's
capitalization ratios, earnings per share and cash flow per share; and (vii) the
nature and terms of certain other acquisition transactions that Simmons believes
to be relevant. Simmons has also taken into account its assessment of general
economic, market and financial conditions and its experience in connection with
similar transactions and securities' valuation generally. Simmons' opinion
necessarily is based upon conditions as they exist and can be evaluated on, and
on the information made available at, the date hereof. Simmons does not express
any opinion as to the price or range of prices at which the shares of Key Common
Stock will trade subsequent to the consummation of the Proposed Merger.
Simmons is acting as financial advisor to the Company in the transaction and
will receive a customary fee for its services.
Based upon and subject to the foregoing, Simmons is of the opinion, as
investment bankers, that the consideration to be paid by the Company in the
proposed transaction is fair, from a financial point of view, to holders of Key
SIMMONS & COMPANY INTERNATIONAL
Ben A. Guill