HAMILTON, Bermuda, Aug. 14, 2017 /PRNewswire/ --
Transaction Highlights:
- Accelerates the automation and integration of tubular services
into Nabors rigs and creates immediate global scale for Nabors
Drilling Solutions
- Combines complementary portfolio of products, services and
technologies to enhance Nabors position as a leading worldwide
player in drilling equipment and performance software
- Strengthens Nabors financial position through substantial
commercial and operational synergies
- Brings experienced Tesco management, employees, and technology
into Nabors operations
Nabors Industries Ltd. ("Nabors") (NYSE: NBR) is pleased to
announce that the company has signed an Arrangement Agreement
("Agreement") to acquire all of the issued and outstanding common
shares of Tesco Corporation ("Tesco") (NASDAQ: TESO), with each
outstanding share of common stock of Tesco being exchanged for 0.68
common shares of Nabors. This transaction will create a leading rig
equipment and drilling automation provider by combining Canrig,
Nabors rig equipment subsidiary, with Tesco's rig equipment
manufacturing, rental and aftermarket service
business. Additionally, Tesco operates a tubular services
business in numerous key regions globally, which will immediately
benefit Nabors Drilling Solutions' operation.
Nabors is uniquely positioned to automate and integrate tubular
services into its global rig footprint. By combining its
complementary products, tools and technologies, they will be able
to offer customers more fit-for-purpose products, services and
solutions. This expanded capability will enable them to further
improve operational efficiency, accelerate and scale its
development of new and innovative equipment on its new generations
of rigs as well as upgrade older classes of rigs for a new age of
drilling.
This transaction values Tesco common stock at $4.62 per share based on the closing price of
Nabors shares on the New York Stock Exchange on August 11, 2017, which represents a 19% premium
of the closing value of Tesco shares on the NASDAQ Stock Market on
August 11, 2017. The transaction
is subject to regulatory approval and customary closing conditions
and is expected to close in the fourth quarter.
"The addition of Tesco to our company represents another step
forward for both our rig equipment and Nabors Drilling Solutions
business. Tesco is respected for the quality of their product
offerings and aftermarket service levels. I am eager to realize the
benefits to our combined customers and shareholder groups that this
combination will provide," said Nabors Chairman, President and
Chief Executive Officer Anthony G.
Petrello.
Michael W. Sutherlin, Tesco's
Non-Executive Chairman of the Board, said, "With this transaction,
Tesco will now have an expanded platform, which will allow for
acceleration of its strategy and increase the potential for market
share gains around key industry trends. The combination will
provide significant value to Tesco shareholders by participating in
a stronger and broader offering of complementary rig equipment
product lines and tubular services."
Fernando Assing, Tesco's
President and Chief Executive Officer, commented, "This is a very
exciting opportunity to combine two world class companies that are
highly focused on delivering best-in-class services to the oil and
gas industry. This combination will further reinforce Nabors
position as a leading rig equipment and drilling automation
provider by integrating Tesco's advanced tubular services
technology and products into the Nabors global rig footprint and
NDS services. The new expanded platform also creates significant
career opportunities for Tesco's employees as part of a much larger
international organization."
Mr. Petrello concluded, "This transaction accelerates the
strategy I presented at our Analyst Day in November of 2016.
Several years ago we concluded that the drilling rig will serve as
the delivery platform for future rig services. The early
success of our service integrations efforts are substantiating this
strategy. Now, with the largest land drilling fleet and with
the automation features of our Rigtelligence® operating system,
Nabors is uniquely positioned to further deploy Tesco's premium
casing running tools and automation technologies
globally. Additionally, the combination of our complementary
rig equipment product lines and technologies will deliver enhanced
value to both our customers and our shareholders. Finally, the
incremental cash flow and the realization of expected synergies
combined with Tesco's solid balance sheet will further strengthen
our financial position. First year operating synergies are
expected to approach $20 million with
full run-rate operating synergies of $30 to
$35 million. In addition, we expect to realize capital
savings from facility rationalization and the planned build out of
our casing running operation. We are excited about Tesco's
respected management team and highly skilled employees joining
Nabors and helping to deliver the benefits of this combination to
our customers and shareholders."
The transaction has been approved by the boards of directors of
both companies and is subject to approval by Tesco shareholders and
the satisfaction of customary closing conditions and regulatory
approvals. Intrepid Partners served as exclusive financial
advisor to Nabors. Milbank, Tweed, Hadley, & McCloy LLP and
Stikeman Elliott LLP served as legal advisors to Nabors.
About Nabors Industries
Nabors Industries (NYSE: NBR) owns and operates the world's
largest land-based drilling rig fleet and is a leading provider of
offshore platform rigs in the United
States and numerous international markets. Nabors also
provides directional drilling services, performance tools, and
innovative technologies throughout many of the most significant oil
and gas markets. Leveraging our advanced drilling automation
capabilities, Nabors highly skilled workforce continues to set new
standards for operational excellence and transform our
industry.
MEDIA CONTACT:
Dennis A. Smith, Vice President
of Corporate Development & Investor Relations, +1 281-775-8038
or Nick Swyka, Director of Corporate
Development & Investor Relations, +1 281-775-2407.
To request investor materials, contact Nabors corporate
headquarters in Hamilton, Bermuda
at +441-292-1510 or via e-mail at mark.andrews@nabors.com
Forward Looking Statements
The information included in this press release includes
forward-looking statements within the meaning of the Securities Act
of 1933 (the "Securities Act") and the Securities Exchange Act of
1934. Such forward-looking statements are subject to a number of
risks and uncertainties, as disclosed by Nabors from time to time
in its filings with the Securities and Exchange Commission. Risks
and uncertainties related to the Acquisition include, but are not
limited to: the failure of the Tesco shareholders to approve the
proposed transaction; the risk that the conditions to the closing
of the proposed transaction are not satisfied; the risk that
regulatory approvals required for the proposed transaction are not
obtained or are obtained subject to conditions that are not
anticipated; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed transaction; uncertainties as to the timing of the
proposed transaction; competitive responses to the proposed
transaction; costs and difficulties related to the integration of
Tesco's businesses and operations with Nabors business and
operations; the inability to obtain, or delays in obtaining, cost
savings and synergies from the proposed transaction; unexpected
costs, charges or expenses resulting from the proposed transaction;
litigation relating to the proposed transaction; the inability to
retain key personnel; and any changes in general economic and/or
industry specific conditions. As a result of these factors, Nabors
actual results may differ materially from those indicated or
implied by such forward-looking statements. The
forward-looking statements contained in this press release reflect
management's estimates and beliefs as of the date of this press
release. Nabors does not undertake to update these
forward-looking statements.
Additional Information About the Proposed Transaction
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a vote or proxy. The proposed transaction anticipates that the sale
of Nabors shares will be exempt from registration under the
Securities Act, pursuant to Section 3(a)(10) of the Securities Act.
Consequently, the Nabors shares will not be registered under the
Securities Act or any state securities laws.
In connection with the proposed transaction, Tesco intends to
file with the SEC a proxy statement in respect of the meeting of
its shareholders to approve the Arrangement, and other relevant
documents to be mailed by Tesco to its shareholders in connection
with the Arrangement. Tesco's proxy statement will also be filed
with the Canadian securities regulators. WE URGE INVESTORS AND
SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION about Tesco, Nabors and the proposed
transaction. Investors and security holders will be able to obtain
these materials (when they are available) and other documents filed
with the SEC and the Canadian securities regulators free of charge
at the SEC's website, www.sec.gov and at the System for Electronic
Document Analysis and Retrieval (SEDAR) maintained by the Canadian
Securities Administrators at www.sedar.com. In addition, a copy of
Tesco's proxy statement (when it becomes available) may be obtained
free of charge from Tesco's investor relations website at
http://www.tescocorp.com. Investors and security holders may also
read and copy any reports, statements and other information filed
by Tesco, with the SEC, at the SEC public reference room at 100 F
Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's
website for further information on its public reference room.
Participants in the Solicitation
Tesco and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies for its security holder
approvals to be obtained for the proposed transaction. Information
regarding Tesco's directors and executive officers is available in
its proxy statement filed with the SEC by Tesco on March 27, 2017 in connection with its 2017 annual
meeting of shareholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC and the Canadian securities
regulators when they become available. This release shall not
constitute an offer to sell or the solicitation of any offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
View original
content:http://www.prnewswire.com/news-releases/nabors-announces-agreement-to-acquire-tesco-corporation-in-an-all-stock-transaction-300503604.html
SOURCE Nabors Industries Ltd.