Nordic American Offshore Ltd. (NYSE: NAO) - Adoption of Shareholders Rights Agreement
22 December 2018 - 9:41AM
Bermuda, December 21, 2018
Nordic American Offshore Ltd.
(NYSE: NAO) (the "Company") announced today that its Board of
Directors has unanimously adopted a shareholder rights agreement
(the "Rights Agreement") and declared a dividend distribution of
one preferred share purchase right on each outstanding share of the
Company's common stock, par value $0.01 per share (the "Common
Shares"). The Rights Agreement has a term of ten years.
Pursuant to the Rights Agreement,
the Company will issue one preferred share purchase right for each
outstanding share of Common Shares at the close of business on
December 31, 2018. Each right will entitle the shareholder to buy
one one-thousandth of a share of Series A participating preferred
stock at an exercise price of $10.00. Initially, these rights
will not be exercisable and will trade with the Company's Common
Shares.
Under the Rights Agreement, the
rights generally will become exercisable only if a person or group
acquires beneficial ownership of 15% or more of the Company's
Common Shares (including through entry into certain derivative
positions) in a transaction not approved by its Board of
Directors. In that situation, each holder of a right (other
than the acquiring person, whose rights will become void and will
not be exercisable) will have the right to purchase, upon payment
of the exercise price, a number of shares of the Company's Common
Shares having a then-current market value equal to twice the
exercise price.
In addition, if the Company is
acquired in a merger or other business combination after an
acquiring person acquires 15% or more of the Company's Common
Shares, each holder of the right will thereafter have the right to
purchase, upon payment of the exercise price, a number of Common
Shares of the acquiring person having a then-current market value
equal to twice the exercise price. The acquiring person will
not be entitled to exercise these rights.
The Board of Directors may redeem
the rights for a nominal amount under certain circumstances. Under
the Rights Agreement's terms, it will expire on December 21,
2028.
Additional information about the
Rights Agreement is contained in a report on Form 6-K filed by the
Company with the U.S. Securities and Exchange Commission.
About Nordic
American Offshore Ltd.
NAO is a Bermuda-based company
listed on the New York Stock Exchange. It owns and operates a fleet
of 10 modern harsh environment offshore supply vessels built with
the latest technology available. From its operating offices in
Norway and elsewhere, NAO is positioned to support a global
business and take advantage of the expected upturn in oil service
activity in the North Sea and globally.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press
release may constitute forward-looking statements. The
Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about
their business. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which
are other than statements of historical facts.
The Company desires to take
advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation.
The words "believe," "anticipate," "intend," "estimate,"
"forecast," "project," "plan," "potential," "may," "should,"
"expect," "pending" and similar expressions identify
forward-looking statements.
The forward-looking statements in
this press release are based upon various assumptions, many of
which are based, in turn, upon further assumptions, including
without limitation, our management's examination of historical
operating trends, data contained in our records and other data
available from third parties. Although we believe that
these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or
projections. We undertake no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Important factors that, in our
view, could cause actual results to differ materially from those
discussed in the forward-looking statements include the strength of
world economies and currencies, general market conditions,
including fluctuations in charter rates and vessel values, changes
in demand in the PSV market, as a result of changes in the general
market conditions of the oil and natural gas industry which
influence charter hire rates and vessel values, demand in platform
supply vessels, our operating expenses, including bunker prices,
dry docking and insurance costs, governmental rules and
regulations or actions taken by regulatory authorities as well as
potential liability from pending or future litigation, general
domestic and international political conditions, potential
disruption of shipping routes due to accidents or political events,
the availability of financing and refinancing, vessel breakdowns
and instances of off-hire and other important factors described
from time to time in the reports filed by the Company with the
Securities and Exchange Commission.
Contact
Information:
Nordic American Offshore
Ltd.
+377 9798 5717 (Monaco)
+1 646 432 3315 (New York)
Web-site: www.nao.bm
SK 28327 0001 8117091 v1
Press release (PDF)
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Nordic American Offshore Ltd via
Globenewswire
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