Filed by Patterson-UTI Energy, Inc.
pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: TMBR/Sharp Drilling, Inc.
Subject Company Commission File No.: 0-12757
Date: May 27, 2003
PATTERSON-UTI TO ACQUIRE TMBR/SHARP DRILLING
DRILLING FLEET WILL INCREASE TO 358 RIGS
SNYDER, TEXAS AND MIDLAND, TEXAS - MAY 27, 2003 - PATTERSON-UTI ENERGY,
INC. (NASDAQ: PTEN), the second-largest operator of land-based oil and natural
gas drilling rigs in North America, and TMBR/SHARP DRILLING, INC. (NASDAQ: TBDI)
today jointly announced that the boards of both companies have approved a
transaction whereby Patterson-UTI Energy will acquire the remaining outstanding
shares of TMBR/Sharp Drilling, Inc. Patterson-UTI currently owns approximately
20% of the outstanding common shares of TMBR/Sharp Drilling.
According to the terms of the transaction, shareholders of TMBR/Sharp
Drilling will receive 0.312166 of a share of Patterson-UTI common stock and
$9.09 cash for each share of TMBR/Sharp Drilling common stock for a total value
of $20.20 per share based on the closing price on Friday, May 23, 2003, of
$35.59 for a share of Patterson-UTI.
Mark S. Siegel, Chairman of Patterson-UTI, stated, "As we said when we
made our initial investment in TMBR/Sharp, this is a company for which we have
always had a high regard. Today's announcement represents the logical extension
of this assessment. Tom Brown is known and respected throughout our industry for
his leadership and commitment to success, and we intend to build upon the very
strong foundation that he and his team have established."
Thomas C. Brown, Chairman of TMBR/Sharp Drilling, stated, "This
transaction benefits our customers, employees and shareholders. For our
employees and our customers it means that we will be combining forces with a
large, financially strong and highly regarded company. For our shareholders, it
provides an immediate cash payment, as well as a more liquid stock going
forward."
The transaction is subject to approval by the shareholders of
TMBR/Sharp, as well as other customary conditions, including pre-notification
under the anti-trust provisions of the Hart-Scott-Rodino Antitrust Improvements
Act.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. A
REGISTRATION STATEMENT RELATING TO THE PATTERSON-UTI ENERGY, INC. COMMON STOCK
TO BE ISSUED TO THE TMBR/SHARP DRILLING, INC. SHAREHOLDERS AND THE PROXY
STATEMENT RELATING TO THE MEETING OF THE SHAREHOLDERS OF TMBR/SHARP DRILLING,
INC. WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON AS
PRACTICABLE. WHEN FILED, COPIES OF THESE DOCUMENTS MAY BE OBTAINED FREE OF
CHARGE ON THE SEC WEBSITE (WWW.SEC.GOV). WE URGE YOU TO CAREFULLY REVIEW THESE
DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. TMBR/SHARP, ITS
DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN MEMBERS OF MANAGEMENT AND EMPLOYEES
MAY BE CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF PROXIES FROM
TMBR/SHARP'S SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION. INFORMATION
REGARDING SUCH PERSONS AND THEIR INTERESTS IN TMBR/SHARP IS CONTAINED IN
TMBR/SHARP'S PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K FILED WITH THE
SEC. ADDITIONAL INFORMATION REGARDING THOSE PERSONS AND THEIR INTERESTS IN THE
TRANSACTION MAY BE OBTAINED BY READING THE DEFINITIVE PROXY STATEMENT RELATING
TO THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE.
ABOUT PATTERSON-UTI ENERGY, INC.
Patterson-UTI Energy, Inc. is the second-largest provider of onshore
contract drilling services to exploration and production companies in North
America. Upon completion of this transaction, Patterson-UTI will own 358
land-based drilling rigs that operate primarily in oil and natural gas producing
regions of Texas, New Mexico, Oklahoma, Utah, Louisiana, Mississippi and western
Canada. Patterson-UTI Energy,
Inc. is also engaged in the businesses of pressure pumping services and drilling
and completion fluid services. Additionally, Patterson-UTI has a small
exploration and production business that is based in Texas.
ABOUT TMBR/SHARP DRILLING, INC.
TMBR/Sharp Drilling, Inc. is engaged in the contract drilling of oil
and gas wells in the Permian Basin of west Texas and eastern New Mexico and the
exploration for, development and production of oil and natural gas in these same
areas.
Statements made in this press release which state the intentions, beliefs,
expectations or predictions by either company or their management for the future
are forward-looking statements. It is important to note that actual results
could differ materially from those discussed in such forward-looking statements.
Important factors that could cause actual results to differ materially include,
but are not limited to, declines in oil and natural gas prices that could
adversely affect demand for the services of either company, and their associated
effect on day rates, rig utilization and planned capital expenditures, adverse
industry conditions, difficulty in integrating acquisitions, demand for oil and
natural gas, and ability to retain management and field personnel. Additional
information concerning factors that could cause actual results to differ
materially from those in the forward-looking statements is contained from time
to time in the SEC filings of both companies. Copies of these filings may be
obtained by contacting either company or the SEC. Free copies of the definitive
proxy statement, once available, and TMBR's other filings with the Commission
may also be obtained from TMBR/Sharp by directing a request to TMBR/Sharp
Drilling Inc., 4607 W. Industrial Blvd., Midland, Texas 79703, Attn: Patricia R.
Elledge, telephone number (915) 699-5050.
For further information, please contact: John E. Vollmer III, SVP-Corporate
Development of Patterson-UTI Energy, Inc., +1-214-360-7800; or Thomas C. Brown,
Chairman of the Board of TMBR/Sharp Drilling, Inc., +1-915-699-5050.