Nordic American Offshore Ltd. Announces Reverse Stock Split to be Effective January 28, 2019
January 23 2019 - 4:05PM
Hamilton, Bermuda-January 23,
2019-Nordic American Offshore Ltd. (the "Company" or "NAO")
announced today that its board of directors (the "Board") has
determined to effect a one-for-ten reverse stock split of the
Company's common shares, par value $0.01 per share. The
Company's bye-laws permit the board of directors to effect a
reverse stock split without shareholder consent.
The reverse stock split will take
effect, and the Company's common stock will begin trading on a
split-adjusted basis on the New York Stock Exchange ("NYSE"), as of
the opening of trading on January 28, 2019. A new CUSIP number will
be assigned to the Company's common shares when the reverse stock
split becomes effective.
When the reverse stock split
becomes effective, every ten shares of the Company's issued and
outstanding common stock will be automatically combined into one
issued and outstanding share of common stock, with a new par value
of $0.10 per share. This will reduce the number of
outstanding common shares from approximately 73,741,595 shares to
approximately 7,374,159 shares.
No fractional shares will be
issued in connection with the reverse stock split.
Shareholders who would otherwise hold a fractional share of the
Company's common stock will receive a cash payment in lieu thereof
at a price equal to that fraction to which the shareholder would
otherwise be entitled multiplied by the closing price of the
Company's common stock on the NYSE on January 25, 2019.
Shareholders with shares held in
book-entry form or through a bank, broker, or other nominee are not
required to take any action and will see the impact of the reverse
stock split reflected in their accounts on or after January 28,
2019. Such beneficial holders may contact their bank, broker,
or nominee for more information.
On August 31, 2018, the Company
received notice from the NYSE that the Company was no longer in
compliance with the NYSE's continued listing standards because the
average closing share price of the Company's common stock over a
consecutive 30 trading-day period ending August 29, 2018 had fallen
below the requirement to be at least $1.00 per share. The purpose
of the reverse stock split is to increase the market price of the
Company's common shares. The Company believes that the increased
market price for its common shares that is expected as a result of
implementing the reverse stock split will cure this deficiency.
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. Additional information
about the Company is available on the Company's website at
www.nao.bm.
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
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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