M&A: NABORS INDUSTRIES LTD

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002878

Comments: On January 7, 2025, Nabors Industries Ltd. reported significant updates regarding its ongoing merger with Parker Drilling Company. The report details demand letters received from shareholders alleging deficiencies in the disclosures within the Preliminary and Definitive Proxy Statements concerning the merger. Nabors and Parker are addressing these concerns by voluntarily amending the Definitive Proxy Statement to include additional information, while asserting that the original disclosures were compliant with applicable laws. The upcoming special general meeting for Nabors' shareholders is set for January 17, 2025, where crucial voting on the issuance of common shares to Parker shareholders will take place. The report affirms that these updates will not alter the consideration for Parker's stockholders or the timing of the meeting. Furthermore, financial forecasts and supporting data for both companies related to the merger are included, highlighting expectations for revenue and Adjusted EBITDA.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002873

Comments: On January 7, 2025, Nabors Industries Ltd. disclosed updates pertaining to its merger with Parker Drilling Company, detailing previous filings and communications with shareholders. Notably, demand letters from putative shareholders were received, alleging deficiencies in disclosures related to the merger. Despite these claims, Nabors maintains that its disclosures fully comply with legal requirements and no further clarification is necessary. However, to mitigate distractions, Nabors has decided to voluntarily amend its Definitive Proxy Statement. A special general meeting for shareholders has been scheduled for January 17, 2025, to vote on proposals, including the issuance of Nabors common shares to Parker stockholders. The merger agreement and the timeline of communication surrounding this merger, including the appointment of financial advisors, were reiterated, along with a summary of financial projections for both companies. Intended for clarity, this Form 8-K serves to supplement previously filed materials while reinforcing the board's recommendation to approve the merger.

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