THE WOODLANDS, Texas,
May 27, 2020 /PRNewswire/
-- Newpark Resources, Inc. (NYSE: NR) ("Newpark" or the
"Company") today announced that the Company's Board of Directors
has adopted a limited duration stockholder rights agreement
("Rights Plan"), which expires on May
1, 2021.
This action reflects a response to the significant decline in
the market price of the Company's common stock following the sharp
decline in oil prices and its negative impact on the demand for our
products and services, which has been exacerbated by the COVID-19
pandemic. The Board of Directors does not believe the current
trading price of the Company's common stock is reflective of the
Company's long-term value. The Rights Plan is designed to
ensure that all of the Company's stockholders receive fair and
equal treatment in the event of any proposed takeover of the
Company and to guard against abusive tactics to gain control of the
Company without paying all stockholders a premium for that
control. The rights are intended to enable all of the
Company's stockholders to realize the long-term value of their
investment in the Company. The Rights Plan will not prevent a
takeover, but should encourage any party seeking to acquire the
Company to negotiate with the Board prior to attempting a
takeover.
In general, the stockholder rights will be exercisable only if a
person or group acquires 10% (or 20% for certain passive investors)
or more of the Company's outstanding common stock (directly or
indirectly through derivative instruments), and will be provided to
all stockholders of record as of June 12, 2020. If
the rights become exercisable, each right will entitle its holder
(other than the person or group that triggered the rights) to
purchase a number of Company common shares at a 50% discount.
Alternatively, the Board may at that time exchange each right
held by such holders for one share of common stock.
A copy of the stockholder rights agreement will be contained in
a Form 8-K to be filed with the Securities and Exchange
Commission.
Newpark Resources, Inc. is a worldwide provider of value-added
fluids and chemistry solutions in the oilfield, and engineered
worksite and access solutions used in various commercial markets.
For more information, visit our website at www.newpark.com.
This news release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended. All statements other than statements of
historical facts are forward-looking statements. Words such as
"will," "may," "could," "would," "should," "anticipates,"
"believes," "estimates," "expects," "plans," "intends," and similar
expressions are intended to identify these forward-looking
statements but are not the exclusive means of identifying them.
These statements are not guarantees that our expectations will
prove to be correct and involve a number of risks, uncertainties,
and assumptions. Many factors, including those discussed more fully
elsewhere in this release and in documents filed with the
Securities and Exchange Commission by Newpark, particularly its
Annual Report on Form 10-K for the year ended December 31, 2019, and it's Quarterly Report on
Form 10-Q for the period ended March 31,
2020, as well as others, could cause actual plans or results
to differ materially from those expressed in, or implied by, these
statements. These risk factors include, but are not limited to,
risks related to the COVID-19 pandemic; the worldwide oil and
natural gas industry; our customer concentration and reliance on
the U.S. exploration and production market; our international
operations; our ability to attract, retain and develop qualified
leaders, key employees and skilled personnel; the availability of
raw materials; our cost and continued availability of borrowed
funds, including noncompliance with debt covenants; operating
hazards present in the oil and natural gas industry and substantial
liability claims, including catastrophic well incidents; our
ability to execute our business strategy and make successful
business acquisitions and capital investments; our market
competition; our contracts that can be terminated or downsized by
our customers without penalty; our product offering expansion; our
compliance with environmental laws and regulations; our legal
compliance; the inherent limitations of insurance coverage; income
taxes; the potential impairments of goodwill and long-lived
intangible assets; technological developments and intellectual
property in our industry; severe weather, natural disasters, and
seasonality; cybersecurity breaches or business system disruptions;
and fluctuations in the market value of our publicly traded
securities, including our ability to maintain compliance with the
New York Stock Exchange's continued listing requirements. We assume
no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as
required by securities laws. Newpark's filings with the Securities
and Exchange Commission can be obtained at no charge at
www.sec.gov, as well as through our website at
www.newpark.com. Certain financial and operating results
included in this press release, including cash, debt and revenues,
are based on estimated results.
Contacts:
Gregg Piontek
Senior Vice President & Chief Financial Officer
Newpark Resources, Inc.
gpiontek@newpark.com
281-362-6800
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SOURCE Newpark Resources, Inc.