HAMILTON, Bermuda and
INDIANA, Pa., Sept. 1 /PRNewswire-FirstCall/ -- Nabors
Industries Ltd. (Nabors) (NYSE: NBR) and Superior Well Services,
Inc. (Superior Well Services) (Nasdaq: SWSI) today announced that
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to Nabors' proposed acquisition
of Superior Well Services has expired without a request for
additional information from the U.S. Department of Justice or the
Federal Trade Commission.
The transaction remains subject to the results of the
outstanding Offer to Purchase, dated August
11, 2010, which is currently scheduled to expire on
Wednesday, September 8, 2010.
As previously announced, holders of approximately 34% of
Superior Well Services' outstanding shares of common stock have
entered into agreements agreeing to tender their shares.
Following completion of the tender offer, Nabors will acquire
any remaining shares of Superior Well Services through a
second-step merger at the same price paid in the tender offer.
Under the terms of the agreement approved by the boards of
directors of both companies, the tender offer is conditioned on the
tender of at least a majority of Superior Well Services' shares
calculated on a fully diluted basis and other customary closing
conditions.
Important Additional Information has been Filled with the
U.S. Securities and Exchange Commission
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Superior Well Services common stock. The Offer to
Purchase described in this press release and a
Solicitation/Recommendation Statement have previously been filed
with the SEC by Nabors and Superior Well Services respectively and
INVESTORS AND SUPERIOR WELL SERVICES SECURITY HOLDERS ARE URGED TO
READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
These documents and other documents filed by Nabors and Superior
Well Services with the SEC are available at no charge on the
website maintained by the SEC at www.sec.gov. They may
also be obtained for free at www.nabors.com or by directing
a request to Nabors Industries Ltd., C/O Nabors Corporate Services,
Inc., 515 W. Greens Road, Houston,
TX 77067, Attention: Investor Relations. The
Solicitation/Recommendation Statement on Schedule 14D-9 may be
obtained for free at www.swsi.com or by directing a request
to Superior Well Services, Inc., 1380 Rt. 286 East, Suite #121,
Indiana, PA 15701, Attention:
Investor Relations.
Documentation relating to the tender offer has been mailed to
Superior Well Services' stockholders and may also be obtained at no
charge by directing a request by mail to the information agent for
the Offer, Georgeson Inc. at 199 Water Street, 26th Floor,
New York, New York 10038 or by
calling toll free at (866) 647-8869 or collect at (212) 4409800 for
banks and brokers.
None of the information included on any Internet Web site
maintained by Nabors, Superior Well Services or any of their
affiliates, or any other Internet Web site linked to any such Web
site, is incorporated by reference in or otherwise made a part of
this press release.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" that
are not limited to historical facts, but reflect Nabors' and
Superior Well Services' current beliefs, expectations or intentions
regarding future events. No assurance can be given that the
acquisition of Superior Well Services by Nabors will be completed,
that completion will not be delayed, or that Nabors will realize
the anticipated benefits of the transaction. Risks could
include the parties' expectations with respect to the synergies,
costs and other anticipated financial impacts of the proposed
transaction; future financial and operating results of the combined
company; the combined company's plans, objectives, expectations and
intentions with respect to future operations and services; any
necessary approval of the proposed transaction by stockholders; the
satisfaction of the closing conditions to the proposed transaction;
the timing of the completion of the proposed transaction; the
possibility that the proposed transaction is delayed or does not
close, including due to the failure to receive any required
stockholder approvals, the taking of governmental action (including
the passage of legislation) to block the transaction, or the
failure of other closing conditions; the possibility that the
expected synergies will not be realized, or will not be realized
within the expected time period; the impact of labor relations,
global economic conditions, competitive actions taken by other
companies, natural disasters, difficulties in integrating the two
companies, or regulatory matters. Nabors and Superior Well
Services caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk
factors is contained in Nabors' and Superior Well Services' most
recently filed annual reports on Form 10-K, subsequent quarterly
reports on Form 10-Q, recent current reports on Form 8-K, and other
SEC filings. All subsequent written and oral forward-looking
statements concerning Nabors, Superior Well Services the proposed
transaction or other matters and attributable to Nabors or Superior
Well Services or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Neither Nabors nor Superior Well Services undertakes any obligation
to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date
hereof.
Contacts:
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Nabors Corporate Services,
Inc.
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Superior Well Services,
Inc.
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Dennis A. Smith
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Christopher C.
Peracchi
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Director, Corporate
Development
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Director, Finance and Investor
Relations
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(281) 775-8038
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(724) 403-9108
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SOURCE Nabors Industries Ltd.; Superior Well Services, Inc.
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