C&J Energy Services, Inc. ("C&J" or
the "Company") CJES announced today that at a special stockholder
meeting held today, March 20, 2015, C&J stockholders approved, among other
matters, the proposed merger contemplated by the Agreement and Plan of Merger,
dated as of June 25, 2014 (as amended from time to time, the "Merger
Agreement"), by and among C&J, Nabors Industries Ltd. ("Nabors"), Nabors Red
Lion Limited ("Red Lion"), Nabors CJ Merger Co. and CJ Holding Co. If the
merger of C&J with Nabors' completion and production services business is
completed, Nabors CJ Merger Co., a direct wholly-owned subsidiary of Red Lion,
will merge with and into C&J, with C&J surviving as a wholly-owned subsidiary
of Red Lion (the "Merger"). In connection with the closing of the Merger, Red
Lion will change its name to "C&J Energy Services Ltd." and will be listed on
the New York Stock Exchange under the ticker "CJES".
Approximately 82% of the shares outstanding as of the record date of January
30, 2015, or approximately 98% of the shares that were voted at today's
special stockholder meeting, voted to approve the Merger Agreement. C&J
stockholders also approved a provision in the Amended and Restated Bye-Laws of
Red Lion that classifies the Red Lion Board of Directors into three separate
classes with staggered terms by a vote of approximately 65% of the shares
outstanding as of the record date, or approximately 78% of the shares that
were voted at the meeting. Lastly, C&J stockholders approved, by non-binding
advisory vote, specified compensation arrangements that may be paid or become
payable to C&J's named executive officers in connection with consummation of
the Merger with a vote of approximately 67% of the shares outstanding as of
the record date, or approximately 80% of the shares that were voted.
"We appreciate our stockholders' overwhelming support of this transaction,
which will accelerate the growth of C&J Energy Services as a diversified,
large-scale, global provider of technologically advanced completion and
production services," said Josh Comstock, C&J's Founder, Chairman and Chief
Executive Officer. "The combined company will have increased scale,
capabilities and resources that will allow us to better serve a larger
customer base across an expanded geography. We look forward to taking the
final steps toward closing this transaction, seamlessly integrating our
companies, and realizing the value inherent from the combination as we
continue to focus on executing our long-term growth strategy and maximizing
value for all of our shareholders, customers and employees."
The approvals by the C&J stockholders described above satisfy one of the
conditions required to finalize the Merger. The consummation of the Merger
remains subject to certain other customary closing conditions. Subject to the
satisfaction of all such conditions, the parties currently expect to complete
the Merger by the end of March 2015.
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