AMSTERDAM, June 9, 2022
/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") and BofA Securities, Inc. ("BofAS"), as
sales agents.
Upon delivery of a placement notice and subject to the terms and
conditions of the Equity Distribution Agreement, Wells Fargo
Securities and BofAS will use reasonable efforts consistent with
their 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. Each of
Wells Fargo Securities' and BofAS' 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 and
BofAS for certain specified expenses and has also agreed to provide
Wells Fargo Securities and BofAS 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 with respect to
either of Wells Fargo Securities or BofAS by Core Lab at any time
by giving written notice to Wells Fargo Securities or BofAS, as
applicable, for any reason or by either of Wells Fargo Securities
or BofAS 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 or BofAS.
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, Wells Fargo
Securities or BofAS will arrange, upon request, to send the
prospectus. Please direct requests to: (1) 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; and/or (2) BofAS at One Bryant Park, New York, New York 10036, Attention: Syndicate
Department, by email to dg.atm_execution@bofa.com.
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, including
the ongoing Russia-Ukraine conflict, 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.