AMSTERDAM, Jan. 17,
2023 /PRNewswire/ -- Core Laboratories N.V. (NYSE:
"CLB US") ("Core", "Core Lab", or the "Company") announces the
Company's Board of Directors has approved a plan to reorganize the
Company's corporate structure, which will include redomestication
of the parent company from the
Netherlands to the United
States (the "Redomestication"). The Company and its
Board believes that the Redomestication will enhance shareholder
value over the long-term through simplifying the corporate
structure, improving operational efficiencies and reducing
administrative costs. The Redomestication will, if completed,
change the Company's jurisdiction of organization from the Netherlands to the State of Delaware.
Following shareholder approval, the Redomestication will be
completed through a series of steps, as follows: (i) Core
Laboratories N.V. will merge with and into Core Laboratories
Luxembourg S.A., with Core Laboratories Luxembourg S.A. surviving,
and (ii) as soon as practicable thereafter, Core Laboratories
Luxembourg S.A. will migrate out of Luxembourg and redomesticate into the
State of Delaware, as Core
Laboratories Inc. ("Core Lab Delaware"), which will become Core's
ultimate parent company. Upon completion of the transaction,
Core Laboratories N.V. shareholders will hold one share of Common
Stock of Core Lab Delaware for each Common Share of Core
Laboratories N.V. owned immediately prior to the
Redomestication. Core Lab N.V. Common Shares will continue to
trade on the New York Stock Exchange ("NYSE") up to and including
the effective date of the Redomestication. Following the
effective date of the Redomestication, shares of Common Stock of
Core Lab Delaware will be listed on the NYSE under the ticker
symbol "CLB". The Company's shares will continue to trade
uninterrupted during and upon completion of the
Redomestication.
Benefits from the Redomestication will include: (i) a reduced
corporate footprint and a reduction in regulatory requirements
associated with audited financial statements, financial reporting,
and compliance with other statutory regulations, (ii) improved
efficiencies and opportunities in the Company's corporate treasury,
cash management, risk management and tax functions, and (iii) a
simplified and more efficient tax structure.
The Redomestication requires a shareholder vote for approval,
which will be conducted through an extraordinary general meeting of
Core Lab shareholders, which is anticipated to occur early in the
second quarter of 2023. Further details are provided in the
Company's preliminary proxy statement/prospectus, filed with the
U.S. Securities and Exchange Commission ("SEC") on 17 January 2023.
Important Information for
Shareholders
This communication is not intended to and does not constitute an
offer to sell, buy or exchange or the solicitation of an offer to
sell, buy or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable law.
In connection with the proposed corporate reorganization that
includes, among other things, the Redomestication, Core
Laboratories Luxembourg S.A., a predecessor to Core Lab Delaware,
has filed a registration statement on Form S-4, which includes Core
Lab Delaware's prospectus as well as the Company's proxy statement
(the "Proxy Statement/Prospectus"), with the SEC. The Company plans
to mail the definitive Proxy Statement/Prospectus to its
shareholders in connection with the proposed corporate
reorganization. INVESTORS AND SECURITYHOLDERS OF THE COMPANY
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, CORE LAB DELAWARE, THE CORPORATE REORGANIZATION AND
RELATED MATTERS. Investors and securityholders will be
able to obtain free copies of the definitive Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by the Company through the website maintained by the
SEC at www.sec.gov. In addition, investors and
securityholders will be able to obtain free copies of the documents
filed with the SEC on the Company website at www.corelab.com or by
contacting the Company's Corporate Secretary.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed corporate reorganization.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the
securityholders of the Company in connection with the corporate
reorganization, including a description of their respective direct
or indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement/Prospectus described above when it
is filed with the SEC. Additional information regarding the
Company's directors and executive officers is also included in the
Company's 2022 Proxy Statement, which was filed with the SEC on
March 22, 2022. This document is
available free of charge as described above.
About Core Lab
Core Laboratories N.V. is a leading provider of proprietary and
patented reservoir description and production enhancement services
and products used to optimize petroleum reservoir performance. The
Company has over 70 offices in more than 50 countries and is
located in every major oil-producing province in the world.
Visit the Company's website at www.corelab.com. Connect with
Core Lab on Facebook, LinkedIn and YouTube.
Forward-Looking Statements
This release, as well as other statements we make, includes
forward-looking statements made in reliance upon the safe harbor
provisions of Federal securities law, including statements
regarding: completion of the corporate reorganization that
includes, among other things, the establishment of a new company
domiciled in the U.S. and the timing and benefits thereof; the
future revenue, profitability, business strategies and developments
of the Company. These forward-looking statements are subject
to various important cautionary factors, including: the ability to
receive, in a timely manner and on satisfactory terms, required
securityholder, stock exchange and court approvals; ability to
achieve anticipated benefits of the corporate reorganization;
publicity resulting from the reorganization and impacts to the
company's business and share price; risks and uncertainties related
to the oil and natural gas industry; business and general economic
conditions, including inflationary pressures, international
markets, international political climates, including the
Russia-Ukraine geopolitical conflict, public health
crises, such as the COVID-19 pandemic; and any related actions
taken by businesses and governments, and other factors as more
fully described in the Company's most recent Forms 10-K, 10-Q and
8-K filed with or furnished to the U.S. Securities and Exchange
Commission. These important factors could cause the Company's
actual results to differ materially from those described in these
forward-looking statements. Such statements are based on
current expectations of the Company's performance and are subject
to a variety of factors, some of which are not under the control of
the Company. Because the information herein is based solely
on data currently available, and because it is subject to change as
a result of changes in conditions over which the Company has no
control or influence, such forward-looking statements should not be
viewed as assurance regarding the Company's future performance.
The Company undertakes no obligation to publicly update or
revise any forward-looking statement to reflect events or
circumstances that may arise after the date of this press release,
except as required by law.
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SOURCE Core Laboratories N.V.