National Energy Services Reunited Corp. (“NESR”) (NASDAQ: NESR)
announced today that it has set its special meeting in lieu of an
annual meeting of shareholders on May 18, 2018 with respect to its
proposed business combination (the “business combination”) with
Gulf Energy SAOC (“GES”) and National Petroleum Services (“NPS”).
The special meeting in lieu of an annual meeting of shareholders
will be held at 2:00 PM ET on May 18, 2018 at the offices of
Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas,
11th Floor, New York, New York 10105. NESR expects the business
combination to close on May 25, 2018, subject to the satisfaction
of certain closing conditions, including the approval of the
business combination by NESR’s shareholders at the special meeting.
Assuming that NESR’s shareholders approve the
business combination at the special meeting, NESR will continue to
trade under the “NESR” ticker on the NASDAQ Capital Market stock
exchange after consummation of the business combination.
At $10.00 per share, NESR will have an aggregate
market capitalization following the business combination of
approximately $1.1 billion. Existing GES and NPS shareholders will
collectively own a significant portion of the combined company,
representing approximately 31% of the proforma market
capitalization.
The description of the business combination and
related transactions contained herein is only a summary and is
qualified in its entirety by reference to the agreements entered in
connection with the business combination.
About National Energy Services Reunited
Corp.
NESR is a Special Purpose Acquisition Company
(“SPAC”) formed in the British Virgin Islands and headquartered in
Houston, Texas. The company raised $229 million in its IPO to
acquire companies in the energy services sector. NESR Corp. has
been formed for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation, purchasing all or
substantially all of the assets of, entering into contractual
arrangements, or engaging in any other similar business combination
with one or more businesses or entities. NESR is led by CEO Sherif
Foda, who is also one of the shareholders of the company.
About National Petroleum
Services
NPS is a leading regional provider of integrated
energy services in the MENA and Asia Pacific regions, and currently
operates in 12 countries across the MENASA region and through
various regional subsidiaries. NPS’ service lines include wells
services, electric line logging, well testing, and integrated
drilling and workover operations. NPS has a highly skilled
workforce of more than 1,800 employees from 40 different
nationalities.
About Gulf Energy SAOC
GES is a provider of high-quality integrated
drilling and completions oilfield service solutions in the Middle
East and North Africa region, with a workforce of approximately
1,200 people. GES has established relationships with a majority of
the operators in Oman as well as with other international clients.
As a pioneer in many oilfield services technologies, GES has a
successful track record of servicing complex wells.
Forward Looking Statements
This communication includes certain statements
that may constitute "forward-looking statements" for purposes of
the federal securities laws. Forward-looking statements include,
but are not limited to, statements that refer to projections,
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about: the parties' ability to effect the business combination; the
benefits of the business combination; the future financial
performance of NESR following the business combination; and changes
in GES and NPS strategy, future operations, financial position,
estimated revenues, and losses, projected costs, prospects, plans
and objectives of management. These forward-looking statements are
based on information available as of the date of this press
release, and current expectations, forecasts and assumptions, and
involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing NESR’s views as of any subsequent date, and NESR
does not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws. You should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks and
uncertainties, NESR’s actual results or performance may be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include: (i) the occurrence of any event,
change or other circumstances that could delay the business
combination or give rise to the termination of the definitive
agreements relating to the business combination; (ii) the
outcome of any legal proceedings that may be instituted against
NESR following announcement of the business combination;
(iii) the inability to complete the business combination due
to the failure to obtain approval of the shareholders of NESR, or
other conditions to closing in the definitive agreements relating
to the business combination; (iv) the risk that the proposed
business combination disrupts current plans and operations of NESR,
NPS or GES as a result of the announcement and consummation of
the business combination; (v) NESR's ability to realize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of
NESR to grow and manage growth profitably following the business
combination; (vi) costs related to the business combination;
(vii) changes in applicable laws or regulations; and
(viii) the possibility that NESR, NPS or GES may be adversely
affected by other economic, business, and/or competitive
factors.
No Offer or Solicitation
This communication is for informational purposes
only and shall not constitute an offer to sell or the solicitation
of an offer to buy any securities pursuant to the proposed business
combination and other transactions described herein or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Important Information for Investors and
Shareholders
In connection with the proposed business
combination, NESR has filed a definitive proxy statement with the
Securities and Exchange Commission (the "SEC") on May 8, 2018
and will mail such definitive proxy statement to NESR shareholders
along with a copy of NESR’s annual report on Form 10-K for the
fiscal year ended December 31, 2017 on or about May 8, 2018.
NESR shareholders and other interested persons are advised to read
the definitive proxy statement in connection with NESR’s
solicitation of proxies for the special meeting of shareholders to
be held to approve the proposed business combination because the
definitive proxy statement will contain important information about
the proposed business combination and related matters. Shareholders
will also be able to obtain copies of the definitive proxy
statement, without charge, at the SEC's website
at www.sec.gov.
Participants in the
Solicitation
NESR and its directors and officers may be
deemed participants in the solicitation of proxies of NESR
shareholders in connection with the proposed business combination.
NESR shareholders and other interested persons can read NESR’s
annual report on Form 10-K for the fiscal year ended December 31,
2017, a copy of which will be mailed with the definitive proxy
statement, for a description of the security holdings of the NESR
officers and directors and their respective interests as security
holders in the successful consummation of the business combination.
Additional information is available in the definitive proxy
statement, which was filed with the SEC on May 8, 2018.
For inquiries regarding NESR, please contact:
Joseph Caminiti or Steve Calk
Alpha IR Group
312-445-2870
NESR@alpha-ir.com
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