Frank’s International N.V. (NYSE: FI) (the “Company” or “Frank’s”)
today announced the results of its Annual General Meeting and plans
for closing of the pending Expro merger.
Highlights
- All proposals presented to
shareholders were approved including the Expro merger proposal,
which received over 90% support from voting shareholders.
- With all closing conditions now
satisfied, the pending merger with Expro is scheduled to close on
Friday, October 1, 2021.
- Frank’s will complete a reverse
stock split with a ratio of 6-for-1 in conjunction with the closing
of the merger.
Michael Kearney, the Company’s Chairman,
President and Chief Executive Officer, said, “We are
proud to announce the results of our shareholder vote last week
which demonstrated significant shareholder support for the pending
merger with Expro Group. The successful affirmative vote culminated
Frank’s strategic efforts over the past two years to gain scale,
increase diversification and improve profitability. Going forward,
we will be charting a strategic direction together as one
organization. As Expro Board Chairman going forward, I know I speak
for the entire new Expro Board in wishing Mike Jardon and his team
every success as they begin executing the integration plans that we
have developed over the last six months. We have an extremely
experienced management at the new Expro that will build an even
stronger combined organization.
Mike Jardon, Chief Executive Officer of Expro,
commented, “The overwhelming approval of the transaction by Frank’s
shareholders is a significant step toward completing Expro’s
combination with Frank’s and creating a new full-cycle energy
services leader. Together, we will have enhanced scale, a broader
geographic footprint, and an expanded portfolio of innovative
solutions to support customers across the well lifecycle and drive
sustainable growth and profitability. We appreciate our
stakeholders’ strong support and look forward to completing the
pending transaction on October 1st so we can begin to unlock the
incredible potential of our combined platform.”
Additional Details
Frank’s International N.V. (the “Company” or “Frank’s”) held its
2021 annual general meeting of shareholders (the “Annual Meeting”)
on September 10, 2021. The final voting results on the proposals
considered and voted upon at the Annual Meeting, each of which is
described in the Company’s definitive proxy statement / prospectus
filed with the Securities and Exchange Commission on August 6, 2021
(the “Proxy Statement”) all passed with majority support of votes
cast. At the close of business on August 13, 2021, the record date
for the Annual Meeting, 228,397,296 shares of the Company’s common
stock were entitled to vote at the Annual Meeting. Expro will begin
trading on the New York Stock Exchange (NYSE) on Monday, October 4,
2021 under the ticker “XPRO.”
Final closing conditions have been fully satisfied and both
parties have mutually agreed upon a closing date of October 1,
2021.
The Supervisory Board of Frank’s International has passed a
resolution to provide for a reverse share split at a ratio of
6-for-1 shares to be completed in conjunction with the closure of
the Expro merger on October 1, 2021.
About Frank’s International
Frank’s International N.V. is a global oil
services company that provides a broad and comprehensive range of
highly engineered tubular running services, tubular fabrication,
and specialty well construction and well intervention solutions
with a focus on complex and technically demanding wells. Founded in
1938, Frank’s has approximately 2,400 employees and provides
services to leading exploration and production companies in both
onshore and offshore environments in approximately 40 countries on
six continents. The Company’s common stock is traded on the NYSE
under the symbol “FI.” Additional information is available on the
Company’s website, www.franksinternational.com.
Investor Contact:
Melissa Cougleinvestor.info@franksintl.com281-966-7300
Forward Looking Statements
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included in
this press release that address activities, events or developments
that the Company expects, believes or anticipates will or may occur
in the future are forward-looking statements. Without limiting the
generality of the foregoing, forward-looking statements contained
in this press release specifically include statements, estimates
and projections regarding the outcome and results of the
integration process associated with the Company’s pending merger
with Expro Group Holdings International Limited, the Company’s
future business strategy and prospects for growth, cash flows and
liquidity, financial strategy, budget, projections and operating
results, the amount, nature and timing of capital expenditures, the
availability and terms of capital, the level of activity in the oil
and gas industry, volatility of oil and gas prices, unique risks
associated with offshore operations, political, economic and
regulatory uncertainties in international operations, the ability
to develop new technologies and products, the ability to protect
intellectual property rights, the ability to employ and retain
skilled and qualified workers, the level of competition in the
Company’s industry, global or national health concerns, including
health epidemics, including COVID-19 and any variants thereof, the
possibility of a swift and material decline in global crude oil
demand and crude oil prices for an uncertain period of time, the
length of time it will take for the United States and the rest of
the world to slow the spread of the COVID-19 virus to the point
where applicable authorities are comfortable easing current
restrictions on various commercial and economic activities, future
actions of foreign oil producers such as Saudi Arabia and Russia,
the timing, pace and extent of an economic recovery in the United
States and elsewhere, the impact of current and future laws,
rulings, governmental regulations, accounting standards and
statements, and related interpretations, and other guidance. These
statements are based on certain assumptions made by the Company
based on management’s experience, expectations and perception of
historical trends, current conditions, anticipated future
developments and other factors believed to be appropriate.
Forward-looking statements are not guarantees of performance.
Although the Company believes the expectations
reflected in its forward-looking statements are reasonable and are
based on reasonable assumptions, no assurance can be given that
these assumptions are accurate or that any of these expectations
will be achieved (in full or at all) or will prove to have been
correct. Moreover, such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the Company, which may cause actual results to differ
materially from those implied or expressed by the forward-looking
statements. These include the factors discussed or referenced in
the “Risk Factors” section of the Company’s Annual Report on Form
10-K for the year ended December 31, 2020, the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021 and the
Company’s proxy statement/prospectus dated August 5, 2021, in each
case filed with the SEC. Any forward-looking statement speaks only
as of the date on which such statement is made, and the Company
undertakes no obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law, and we caution you
not to rely on them unduly.
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