AMSTERDAM, Dec. 17, 2020 /PRNewswire/ -- Core
Laboratories N.V. (NYSE: "CLB US" and Euronext Amsterdam: "CLB NA")
("Core," "Core Lab," or the "Company") announced today that it has
established an at-the-market equity offering program (the "ATM
Program") under which it may, from time to time, sell its common
shares having an aggregate sales price of up to $60,000,000 (the "Shares"), and has entered into
an equity distribution agreement ("Equity Distribution Agreement")
with Wells Fargo Securities, LLC ("Wells Fargo Securities"), as
sales agent.
Upon delivery of a placement notice and subject to the terms and
conditions of the Equity Distribution Agreement, Wells Fargo
Securities will use reasonable efforts consistent with its normal
trading and sales practices, applicable laws and the rules of the
New York Stock Exchange to sell the Shares from time to time based
upon Core Lab's instructions for the sales, including price, time
or size limits specified by Core Lab. Pursuant to the Equity
Distribution Agreement, sales of the Shares may be made by any
method permitted by law, including in ordinary brokers'
transactions, negotiated transactions, block trades, and
transactions deemed to be "at-the-market offerings," as defined in
Rule 415 under the Securities Act of 1933, as amended. Wells Fargo
Securities' obligations to sell the Shares under the Equity
Distribution Agreement are subject to satisfaction of certain
conditions, including customary closing conditions.
Core Lab has agreed to reimburse Wells Fargo Securities for
certain specified expenses and has also agreed to provide Wells
Fargo Securities with customary indemnification and contribution
rights. Core Lab is not obligated to sell any Shares under the
Equity Distribution Agreement and may at any time suspend
solicitation and offers under the Equity Distribution Agreement.
The Equity Distribution Agreement may be terminated by Core Lab at
any time by giving written notice to Wells Fargo Securities for any
reason or by Wells Fargo Securities at any time by giving written
notice to Core Lab for any reason, or immediately under certain
circumstances, including, but not limited to, the occurrence of a
material adverse change in the Company. The ATM Program pursuant to
the Equity Distribution Agreement will automatically terminate upon
the issuance and sale of all of the Shares through Wells Fargo
Securities.
Core Lab intends to use the net proceeds from the sales of the
Shares, if any, for general corporate purposes, which may include,
among other things, investments in the development of new products
and technology, capital expenditures, repayments of indebtedness,
working capital and potential acquisitions. Pending these uses,
Core Lab intends to invest the net proceeds in investment-grade
interest-bearing obligations, highly liquid cash equivalents,
certificates of deposit, or direct or guaranteed obligations of
the United States of America.
The Shares will be offered under the Company's existing shelf
registration statement on Form S-3ASR (File No.: 333-245691) filed
with the Securities and Exchange Commission (the "SEC"). The
offering is being made by means of a prospectus supplement to the
prospectus contained in the registration statement. Before making
an investment in the Shares, potential investors should read the
prospectus and the prospectus supplement for more complete
information about Core Lab and the offering. Potential investors
may obtain these documents for free by visiting EDGAR on the SEC's
website at www.sec.gov. Alternatively, the Company or Wells Fargo
Securities will arrange, upon request, to send the prospectus.
Please direct requests to: Wells Fargo Securities by mail at 500
West 33rd Street, New York, NY
10001, Attention: Equity Syndicate Department, by email to
cmclientsupport@wellsfargo.com or by telephone at (800)
326-5897.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
Core Laboratories N.V. is a leading provider of proprietary and
patented reservoir description and production enhancement services
and products used to optimize petroleum reservoir performance. The
Company has over 70 offices in more than 50 countries and is
located in every major oil-producing province in the world.
This release, as well as other statements we make, includes
forward-looking statements regarding the future revenue,
profitability, business strategies and developments of the Company
made in reliance upon the safe harbor provisions of Federal
securities law. The Company's outlook is subject to various
important cautionary factors, including risks and uncertainties
related to the oil and natural gas industry, business conditions,
international markets, international political climates, public
health crises, such as the COVID-19 pandemic, and any related
actions taken by businesses and governments, and other factors as
more fully described in the Company's most recent Forms 10-K, 10-Q
and 8-K filed with or furnished to the SEC. These important factors
could cause the Company's actual results to differ materially from
those described in these forward-looking statements. Such
statements are based on current expectations of the Company's
performance and are subject to a variety of factors, some of which
are not under the control of the Company. Because the information
herein is based solely on data currently available, and because it
is subject to change as a result of changes in conditions over
which the Company has no control or influence, such forward-looking
statements should not be viewed as assurance regarding the
Company's future performance. The Company undertakes no obligation
to publicly update or revise any forward-looking statement to
reflect events or circumstances that may arise after the date of
this press release, except as required by law.
Visit the Company's website at www.corelab.com. Connect with
Core Lab on Facebook, LinkedIn and YouTube.
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SOURCE Core Laboratories N.V.