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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On December 15, 2017, (the “Closing
Date”), Tesco Corporation (the “Company”), Nabors Industries Ltd. (“Nabors”), and Nabors Maple Acquisition Ltd. (“AcquisitionCo”) completed the statutory plan of arrangement under section 193 of the Business
Corporations Act (Alberta) (the “Arrangement”) previously announced on August 13, 2017, pursuant to which AcquisitionCo acquired all of the issued and outstanding common shares of the Company (the “Tesco Common Shares”).
Under the terms of the Arrangement, each outstanding Tesco Common Share, totaling 47,173,041, was acquired by AcquisitionCo in exchange for 0.68 of a
common share of Nabors for each Tesco Common Share (the “Share Consideration”). AcquisitionCo then issued AcquisitionCo common shares to Nabors, being equal in value to the aggregate Share Consideration, as consideration for Nabors having
issued the Share Consideration. Nabors issued a total of 32,077,668 common shares of Nabors to the former shareholders of the Company.
In addition,
pursuant to the Arrangement, (i) all outstanding, unexpired Company options to purchase Tesco Common Shares were accelerated and cancelled for no consideration as these options had an exercise price per share equal to or greater than the Market
Value; and (ii) the vesting of all outstanding Company restricted stock units, including performance stock units (“RSUs”), was accelerated and the RSUs were cancelled in exchange for the right to receive an amount in cash, less tax
withholding, equal to (a) the Market Value per share, multiplied by (b) the aggregate number of Tesco Common Shares underlying the RSUs immediately prior to the effective time. Market Value means 0.68 multiplied by the closing price of one
share of Nabors common stock on the New York Stock Exchange on the last trading day prior to the effective date of the Arrangement, or $5.58.
Pursuant to
the Arrangement, Nabors common shares will be issued in reliance upon an exemption from registration under federal securities laws provided by Section 3(a)(10) of the Securities Act of 1933, as amended, for the issuance and exchange of
securities approved after a public hearing on the fairness of the terms and conditions of the exchange by a court of competent jurisdiction at which all persons to whom the securities will be issued had the right to appear. On December 4, 2017,
a final order was entered by the Court of Queen’s Bench of Alberta approving the Arrangement.
Following the closing of the Arrangement, the Company
intends to terminate its listing on NASDAQ and its registration with, and suspend its reporting obligations to, the Securities and Exchange Commission. The Company also intends to submit an application to cease to be a reporting issuer under the
securities laws of each jurisdiction of Canada in which the Company is a reporting issuer and to otherwise terminate the Company’s public reporting requirements in Canada as soon as possible.
The foregoing summaries of the Arrangement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the
Arrangement Agreement, a copy of which was included as an Annex to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 26, 2017 (the “Definitive Proxy Statement”),
the terms of which are incorporated herein by reference.
