Nabors Announces Filing of Definitive Proxy Statement for Reverse Stock Split

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Mar 31, 2020, 09:05 ET

HAMILTON, Bermuda, March 31, 2020 /PRNewswire/ -- Nabors Industries Ltd. (NYSE: NBR) ("Nabors") today announced that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the "SEC") and has mailed definitive proxy materials to its shareholders in connection with a special general meeting of shareholders (the "Special Meeting") to be held on April 20, 2020, instead of April 13, 2020 as previously announced. Shareholders of record as of March 30, 2020 will be entitled to vote at the meeting, and will consider and vote on the following matters:

the approval of an amendment to Nabors' share capital to effect a consolidation (reverse stock split) of Nabors' common shares at a ratio not less than one-for-fifteen (1:15) and not greater than one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of Nabors' board of directors (the "Board") before the effective date of the reverse stock split without further approval or authorization of Nabors' shareholders (the "Reverse Stock Split"), together with a corresponding proportional reduction in the number of authorized common shares and a proportional increase in par value for such authorized common shares;
the approval of a one hundred percent (100%) increase in Nabors' authorized common share capital following the proportional reduction in the number of authorized common shares as a result of the Reverse Stock Split;
the approval of an amendment to Nabors' Bye-Laws in respect of its share capital; and
to transact any and all other business that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.

The Board believes that it is in the best interests of Nabors and its shareholders to approve the proposals set forth at the Special Meeting and urges its shareholders to vote "FOR" the proposed Reverse Stock Split, "FOR" the proposed increase in Nabors' authorised common share capital and "FOR" the amendment to Nabors' Bye-Laws.

Although the Board expects the Reverse Stock Split will result in an increase in the market price of Nabors' common shares, the Reverse Stock Split may not increase the market price of Nabors' common shares in proportion to the reduction in the number of common shares issued and outstanding or result in a long-term increase in the market price, which is dependent upon many factors, including Nabors' performance, prospects and other factors detailed from time to time in its reports filed with the SEC, as well as variables outside of the Nabors' control (such as market volatility due to COVID-19, investor response to the news of the proposed Reverse Stock Split and the recent decline in oil prices).

More information on the Reverse Stock Split can be found in Nabors' definitive proxy statement filed today with the SEC.

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Reverse Stock Split. STOCKHOLDERS ARE URGED TO READ CAREFULLY, AND IN ITS ENTIRETY, THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS FILED WITH THE SEC, AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT NABORS AND THE PROPOSED REVERSE STOCK SPLIT. The definitive proxy statement was first mailed to shareholders of record as of today, and is publicly available on the SEC's website at www.sec.gov. Stockholders may obtain free copies of Nabors' definitive proxy statement, any amendments to the proxy statement and Nabors' other SEC filings electronically by accessing the SEC's home page at www.sec.gov. Shareholders may also obtain a free copy of the definitive proxy statement, any amendments and supplements to the definitive proxy statement and other relevant documents by contacting Nabors' Corporate Secretary at (441) 292-1510, or sending a request to Nabors' Corporate Secretary at Crown House Second Floor, 4 Par-la-Ville Road, Hamilton, HM08 Bermuda.

Non-Solicitation

This press release does not constitute an offer to sell or solicitation of an offer to buy any securities, nor will 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.

Participants in the Solicitation

This press release may constitute soliciting material under SEC Rule 14a-12, and Nabors and its directors, executive officers and advisors may be deemed to be participants in the solicitation of proxies from the holders of Nabors' common stock in respect of the proposed Reverse Stock Split. Investors may obtain additional information regarding the interest of those participants by reading Nabors' definitive proxy statement, any amendments to the definitive proxy statement and other relevant proxy materials, and Nabors' annual reports on Form 10-K and quarterly reports on Form 10-Q, as filed with the SEC, available at the SEC's website at www.sec.gov.

Forward-Looking Statements

The information above includes forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by Nabors from time to time in its filings with the SEC. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. Nabors does not undertake to update these forward-looking statements.

About Nabors Industries

Nabors (NYSE: NBR) owns and operates one of the world's largest land-based drilling rig fleets and provides offshore platform rigs in the United States and numerous international markets. Nabors also provides directional drilling services, performance tools, and innovative technologies for its own rig fleet and those of third parties. Leveraging our advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform our industry.

Media Contacts:

For further information regarding Nabors, please contact Dennis A. Smith, Senior Vice President of Corporate Development & Investor Relations, +1 281-775-8038 or William C. Conroy, Senior Director of Corporate Development & Investor Relations, +1 281-775-2423. To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail [email protected].

SOURCE Nabors Industries Ltd.