HOUSTON, Dec. 19, 2014 /PRNewswire/ -- C&J Energy
Services, Inc. ("C&J" or the "Company") (NYSE: CJES) today
announced the Delaware Supreme Court has ruled to overturn a bench
ruling and order of the Delaware
Court of Chancery dated November 24
and 25, 2014, respectively, which had required the Company to
solicit alternative proposals to purchase the Company (or a
controlling stake in the Company) from other potential buyers for a
period of 30 days before holding its stockholder meeting to approve
the merger agreement with Nabors Industries Ltd. The Delaware
Supreme Court found that the Company had pursued its proposed
transaction with Nabors in compliance with the Company's fiduciary
duties toward all of its stockholders. As a result of this
ruling, C&J and Nabors are free to proceed to closing following
receipt of C&J stockholder approval and C&J is immediately
terminating its previously announced solicitation of alternative
proposals.
"We are pleased with the ruling from the Delaware Supreme Court,
which confirmed our belief that our Board and management team
complied with their duties," said Josh
Comstock, C&J's Founder, Chairman and Chief Executive
Officer. "C&J has been and will continue to be dedicated to
upholding the highest governance standards, and we believe that our
Board, management, and legal teams negotiated a precedent setting
transaction in accordance with Delaware law and at all times acting in the
best interest of our stockholders. I would like to thank our
board for their efforts and support throughout this process.
I also want to thank our employees for their unwavering
commitment and focus. I truly believe C&J would not be
where it is today without their hard work and dedication.
"We continue to believe firmly that the transaction with Nabors
creates a diversified completion and production services provider
and will create significant stockholder value. We therefore remain
focused on closing the transaction as soon as possible. We look
forward to integrating our operations as soon as possible and
working with our new employees to realize the many benefits offered
by this transformative transaction."
About C&J Energy Services, Inc.
We are an independent provider of premium hydraulic fracturing,
coiled tubing, wireline, pumpdown and other complementary oilfield
services with a focus on complex, technically demanding well
completions. In addition to our suite of completion, stimulation
and production enhancement services, we manufacture, repair and
refurbish equipment and provide parts and supplies for third-party
companies in the energy services industry, as well as to fulfill
our internal needs. With the development of our strategic
initiatives, we also provide specialty chemicals for completion and
production services, including the fluids used in our hydraulic
fracturing operations, as well as downhole tools and related
directional drilling technology and data acquisition and control
systems. These products are provided to third-party customers in
the energy services industry and are also used in our operations
and equipment. Headquartered in Houston,
Texas, we operate in some of the most active basins in
the United States. We also have an
office in Dubai and are in the
process of establishing an operational presence in key countries in
the Middle East. For additional
information about C&J Energy Services, please visit our website
at www.cjenergy.com.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
Nabors Red Lion Limited (which will be renamed C&J Energy
Services Ltd. as of the closing of the proposed transaction)
("Red Lion"), has filed with the
SEC a registration statement on Form S-4, which includes a
preliminary proxy statement of C&J that also constitutes a
preliminary prospectus of Red Lion.
The registration statement has not been declared effective by the
SEC, and the definitive joint proxy statement/prospectus is not
currently available. Each of Red
Lion and C&J also plans to file other relevant documents
with the SEC regarding the proposed transactions. This material is
not a substitute for the final prospectus/proxy statement or any
other documents the parties will file with the SEC. After the
registration statement has been declared effective by the SEC, the
definitive proxy statement/prospectus will be delivered to
stockholders of C&J. INVESTORS AND SECURITY HOLDERS OF C&J
ARE URGED TO READ THE S-4 (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
stockholders will be able to obtain free copies of the S-4 and
other documents containing important information about Red Lion and C&J, once such documents are
filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Red Lion will be available free of
charge on Nabors' internet website at www.nabors.com under the tab
"Investor Relations" and then under the tab "SEC Filings" or by
contacting Nabors' Investor Relations Department at 281-775-8038.
Copies of the documents filed with the SEC by C&J will be
available free of charge on C&J's internet website at
www.cjenergy.com under the tab "Investor Relations" and then under
the tab "SEC Filings" or by contacting C&J's Investor Relations
Department at 713-260-9986.
Participants in the Solicitation
C&J, its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of C&J in connection with the proposed
transaction. Information about the directors and executive officers
of C&J is set forth in C&J's proxy statement for its 2014
annual meeting of stockholders, which was filed with the SEC on
April 10, 2014. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the S-4 and will be contained in other relevant materials to be
filed with the SEC when they become available. Free copies of these
documents can be obtained using the contact information above.
Investor Contacts
C&J Energy Services, Inc.
investors@cjenergy.com
(713) 260-9986
Media Contacts
Abernathy MacGregor
Tom Johnson or Luke Barrett – (212) 371-5999
Glen Orr – (713) 205-7770
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SOURCE C&J Energy Services, Inc.