Nabors To Nominate New Independent Directors To Board At 2013 And 2014 Annual
General Meetings Of Shareholders
Reaches Agreement with Pamplona
HAMILTON, Bermuda and NEW YORK, April 4, 2013 /CNW/ - Nabors Industries Ltd.
(NYSE: NBR) ("Nabors") and PHM Investment (USD) 1 S.a.r.l., managed by
Pamplona Capital Management LLP ("Pamplona"), today announced that Nabors has
agreed to nominate a mutually agreed upon independent director for election to
the Nabors Board of Directors at the Company's 2013 and 2014 annual general
meetings of shareholders. Nabors and Pamplona have also agreed that the 2013
nominee and Nabors will mutually agree on a second independent director who
will be nominated at the Company's 2014 annual general meeting of
shareholders. The 2013 nominee has already been appointed to the Board, as
detailed in Nabors' concurrent press release. Pamplona and its affiliates are
currently Nabors' largest shareholders, owning approximately 9.3% of the
Anthony G. Petrello, President and Chief Executive Officer of Nabors,
commented, "We are pleased to have reached this beneficial agreement following
a series of constructive discussions with Pamplona. Today's announcement
enables us to add new and qualified independent directors to our Board and to
continue executing on our strategic plan to create value for our shareholders.
The Board is also evaluating strategies to enhance shareholder value,
including optimizing the Company's capital structure, reviewing its mix of
businesses and improving operating performance with the assistance of an
independent financial advisory firm of international reputation. We remain
confident that our quality asset base, diverse product lines and geography,
global infrastructure and talented employee base uniquely position us for the
Alex Knaster, Chairman of Pamplona Capital Management, said, "We believe that
the agreement reached will provide new independent voices and perspectives to
Nabors' Board and will improve the focus on maximizing shareholder value. We
are pleased with the Board's commitment to conduct a strategic review and look
forward to continued constructive interaction with Nabors."
Nabors and Pamplona also announced that, pursuant to their agreement, Pamplona
will receive an exemption from Nabors' shareholder rights plan, allowing the
fund to acquire up to 14.99% of Nabors' common shares. Additionally, Pamplona
has agreed, among other items, to vote its shares in support of all of the
Board's director nominees at the Company's 2013 and 2014 annual meetings.
Details of the agreement can be found in Nabors' 8-K, filed today with the
U.S. Securities and Exchange Commission.
About Nabors Industries Ltd.
The Nabors companies own and operate approximately 474 land drilling rigs
throughout the world and approximately 548 land workover and well servicing
rigs in North America. Nabors' actively marketed offshore fleet consists of
36 platform rigs, 12 jackup units and 4 barge rigs in the United States and
multiple international markets. In addition, Nabors is one of the largest
providers of hydraulic fracturing, cementing, nitrogen and acid pressure
pumping services with approximately 805,000 hydraulic horsepower currently in
service. Nabors also manufactures top drives and drilling instrumentation
systems and provides comprehensive oilfield hauling, engineering, civil
construction, logistics, and facilities maintenance and project management
services. Nabors participates in most of the significant oil and gas markets
in the world.
About Pamplona Capital Management
Pamplona Capital Management is a specialist investment manager established in
2005 that provides an alternative investment platform across private equity,
fund of hedge funds and single manager hedge fund investments. Pamplona
manages over $6 billion in assets for a variety of clients including public
pension funds, international wealth managers, multinational corporations,
family offices and funds of hedge funds. Pamplona is currently managing its
third private equity fund, Pamplona Capital Partners III, LP, which was raised
in 2011 and has committed capital of Euro 2.0 billion. Pamplona invests
long-term capital across the capital structure of its portfolio companies in
both public and private market situations. Pamplona invests primarily in
Europe and North America.
Forward Looking Statements
The information above includes forward-looking statements within the meaning
of the Securities Act of 1933 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 Securities and
Exchange Commission. These statements are also subject to risks and
uncertainties relating to each party's compliance with the terms of the
agreement between Nabors and Pamplona, the Board's ability to successfully
identify, evaluate and implement strategies to enhance shareholder value. 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.
For further information regarding Nabors, please contact Dennis A. Smith,
Director of Corporate Development & Investor Relations, at 281-775-8038. To
request investor materials, contact Nabors' corporate headquarters in
Hamilton, Bermuda at 441-292-1510 or via email at firstname.lastname@example.org.
For further information regarding Pamplona, please contact Kevin O'Flaherty,
Chief Financial Officer of Pamplona, at +44 20 7079 8009
PRN Photo Desk, email@example.com
SOURCE: Nabors Industries Ltd.
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-0- Apr/04/2013 21:00 GMT
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