HAMILTON, Bermuda, March 31, 2020 /PRNewswire/ -- Nabors
Industries Ltd. (NYSE: NBR) ("Nabors") today announced that it has
filed a definitive proxy statement with the U.S. Securities and
Exchange Commission (the "SEC") and has mailed definitive proxy
materials to its shareholders in connection with a special general
meeting of shareholders (the "Special Meeting") to be held on
April 20, 2020, instead of
April 13, 2020 as previously
announced. Shareholders of record as of March 30, 2020 will be entitled to vote at the
meeting, and will consider and vote on the following matters:
- the approval of an amendment to Nabors' share capital to effect
a consolidation (reverse stock split) of Nabors' common shares at a
ratio not less than one-for-fifteen (1:15) and not greater than
one-for-fifty (1:50), with the exact ratio to be set within that
range at the discretion of Nabors' board of directors (the "Board")
before the effective date of the reverse stock split without
further approval or authorization of Nabors' shareholders (the
"Reverse Stock Split"), together with a corresponding proportional
reduction in the number of authorized common shares and a
proportional increase in par value for such authorized common
shares;
- the approval of a one hundred percent (100%) increase in
Nabors' authorized common share capital following the proportional
reduction in the number of authorized common shares as a result of
the Reverse Stock Split;
- the approval of an amendment to Nabors' Bye-Laws in respect of
its share capital; and
- to transact any and all other business that may properly come
before the Special Meeting or any adjournment(s) or postponement(s)
thereof.
The Board believes that it is in the best interests of Nabors
and its shareholders to approve the proposals set forth at the
Special Meeting and urges its shareholders to vote "FOR" the
proposed Reverse Stock Split, "FOR" the proposed increase in
Nabors' authorised common share capital and "FOR" the
amendment to Nabors' Bye-Laws.
Although the Board expects the Reverse Stock Split will result
in an increase in the market price of Nabors' common shares, the
Reverse Stock Split may not increase the market price of Nabors'
common shares in proportion to the reduction in the number of
common shares issued and outstanding or result in a long-term
increase in the market price, which is dependent upon many factors,
including Nabors' performance, prospects and other factors detailed
from time to time in its reports filed with the SEC, as well as
variables outside of the Nabors' control (such as market volatility
due to COVID-19, investor response to the news of the proposed
Reverse Stock Split and the recent decline in oil prices).
More information on the Reverse Stock Split can be found in
Nabors' definitive proxy statement filed today with the SEC.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Reverse Stock Split. STOCKHOLDERS ARE
URGED TO READ CAREFULLY, AND IN ITS ENTIRETY, THE DEFINITIVE PROXY
STATEMENT AND ANY AMENDMENTS FILED WITH THE SEC, AND OTHER RELEVANT
MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT NABORS AND THE PROPOSED REVERSE STOCK SPLIT. The
definitive proxy statement was first mailed to shareholders of
record as of today, and is publicly available on the SEC's website
at www.sec.gov. Stockholders may obtain free copies of Nabors'
definitive proxy statement, any amendments to the proxy statement
and Nabors' other SEC filings electronically by accessing the SEC's
home page at www.sec.gov. Shareholders may also obtain a free copy
of the definitive proxy statement, any amendments and supplements
to the definitive proxy statement and other relevant documents by
contacting Nabors' Corporate Secretary at (441) 292-1510, or
sending a request to Nabors' Corporate Secretary at Crown House
Second Floor, 4 Par-la-Ville Road, Hamilton, HM08 Bermuda.
Non-Solicitation
This press release does not constitute an offer to sell or
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
This press release may constitute soliciting material under SEC
Rule 14a-12, and Nabors and its directors, executive officers and
advisors may be deemed to be participants in the solicitation of
proxies from the holders of Nabors' common stock in respect of the
proposed Reverse Stock Split. Investors may obtain additional
information regarding the interest of those participants by reading
Nabors' definitive proxy statement, any amendments to the
definitive proxy statement and other relevant proxy materials, and
Nabors' annual reports on Form 10-K and quarterly reports on Form
10-Q, as filed with the SEC, available at the SEC's website at
www.sec.gov.
Forward-Looking Statements
The information above includes forward-looking statements within
the meaning of the Securities Act and the Securities Exchange Act
of 1934. Such forward-looking statements are subject to certain
risks and uncertainties, as disclosed by Nabors from time to time
in its filings with the SEC. As a result of these factors, Nabors'
actual results may differ materially from those indicated or
implied by such forward-looking statements. Nabors does not
undertake to update these forward-looking statements.
About Nabors Industries
Nabors (NYSE: NBR) owns and operates one of the world's largest
land-based drilling rig fleets and provides offshore platform rigs
in the United States and numerous
international markets. Nabors also provides directional drilling
services, performance tools, and innovative technologies for its
own rig fleet and those of third parties. Leveraging our advanced
drilling automation capabilities, Nabors highly skilled workforce
continues to set new standards for operational excellence and
transform our industry.
Media Contacts:
For further information regarding Nabors, please contact
Dennis A. Smith, Senior Vice
President of Corporate Development & Investor Relations, +1
281-775-8038 or William C. Conroy,
Senior Director of Corporate Development & Investor Relations,
+1 281-775-2423. To request investor materials, contact
Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via
e-mail mark.andrews@nabors.com.
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SOURCE Nabors Industries Ltd.