In This Article:
HOUSTON, TX / ACCESS Newswire / May 19, 2025 / National Energy Services Reunited Corp. ("NESR" or the "Company") (Nasdaq:NESR)(Nasdaq:NESRW), an international, industry-leading provider of integrated energy services in the Middle East and North Africa ("MENA") region, today announced that it intends to commence (i) an exchange offer (the "Offer") relating to its outstanding warrants to purchase ordinary shares of the Company, no par value (the "Ordinary Shares"), which warrants trade on the Nasdaq Capital Market under the symbol "NESRW" (the "Warrants"), and (ii) a consent solicitation (the "Consent Solicitation") relating to its outstanding Warrants.
The Company intends to offer, to all holders of the Warrants, the opportunity to receive 0.10 Ordinary Shares in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company also intends to solicit consents from holders of the Warrants to amend the warrant agreement that governs the Warrants (the "Warrant Amendment") to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted at a ratio of 0.09 Ordinary Shares for each Warrant not tendered in the Offer. If approved, the Warrant Amendment would permit the Company to eliminate all of the Warrants that remain outstanding after the Offer is consummated. Pursuant to a tender and support agreement, holders of a majority of the outstanding Warrants have agreed to tender their Warrants in the Offer and consent to the Warrant Amendment in the Consent Solicitation.
Important Additional Information
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the Warrants. The anticipated exchange offer and consent solicitation described in this press release has not yet commenced, and while the Company intends to commence the exchange offer and consent solicitation as soon as reasonably practicable upon the filing of definitive documentation with the SEC relating to the exchange offer and consent solicitation, and complete the exchange offer and consent solicitation, there can be no assurance that the Company will commence or complete the exchange offer and consent solicitation on the terms described in this press release, or at all. The exchange offer and consent solicitation will be made only through the Schedule TO and registration statement on Form S-4 that will include a prospectus/offer to exchange filed by the Company with the Securities and Exchange Commission (the "SEC"), and the complete terms and conditions of the exchange offer and consent solicitation will be set forth therein. The full details of the exchange offer and consent solicitation, including complete instructions on how to exchange Warrants, will be included in such definitive documentation, which will become available to warrant holders upon commencement of the exchange offer.