ITEM 8.01 Other Events.
On January 17, 2023, Core Laboratories N.V. ("Core Lab" or the "Company") issued
a news release announcing its intention to reorganize the Company's corporate
structure, which will include redomestication (the "Redomestication") of the
parent company from the Netherlands to the United States as Core Laboratories,
Inc., a Delaware corporation ("Core Lab Delaware"). Following shareholder
approval, the Redomestication will be completed through a series of steps, as
follows: (i) Core Laboratories N.V. will merge with and into Core Laboratories
Luxembourg S.A., with Core Laboratories Luxembourg S.A. surviving, and (ii) as
soon as practicable thereafter, Core Laboratories Luxembourg S.A. will migrate
out of Luxembourg and redomesticate into the State of Delaware, as Core Lab
Delaware, which will become Core Lab's ultimate parent company. A copy of the
news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the Redomestication, on January 17, 2023, Core Laboratories
Luxembourg S.A., which is currently a wholly-owned subsidiary of Core Lab and
will be a predecessor of Core Lab Delaware following the completion of the
Redomestication, filed a Registration Statement on Form S-4 (the "Registration
Statement"), which includes a preliminary prospectus of Core Lab Delaware and
preliminary proxy statement of the Company (the "Proxy Statement/Prospectus"),
with the Securities and Exchange Commission (the "SEC"). The information in the
Registration Statement, including the information in the Proxy
Statement/Prospectus, is subject to completion and amendment.
Important Information for Investors and Securityholders
This communication is not intended to and does not constitute an offer to sell,
buy or exchange or the solicitation of an offer to sell, buy or exchange any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, purchase, or exchange of securities or solicitation of
any vote or approval in any jurisdiction in contravention of applicable law. In
connection with the proposed corporate reorganization that includes, among other
things, the Redomestication, Core Laboratories Luxembourg S.A., a predecessor to
Core Lab Delaware, has filed a registration statement on Form S-4, which
includes Core Lab Delaware's prospectus as well as the Company's proxy statement
(the "Proxy Statement/Prospectus"), with the U.S. Securities and Exchange
Commission (the "SEC"). The Company plans to mail the definitive Proxy
Statement/Prospectus to its shareholders in connection with the proposed
corporate reorganization. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, CORE LAB DELAWARE, THE
CORPORATE REORGANIZATION AND RELATED MATTERS. Investors and securityholders will
be able to obtain free copies of the definitive Proxy Statement/Prospectus (when
available) and other documents filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov. In addition, investors and
securityholders will be able to obtain free copies of the documents filed with
the SEC on the Company website at www.corelab.com or by contacting the Company's
Corporate Secretary.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed corporate reorganization. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
securityholders of the Company in connection with the corporate reorganization,
including a description of their respective direct or indirect interests, by
security holdings or otherwise, will be included in the Proxy
Statement/Prospectus described above when it is filed with the SEC. Additional
information regarding the Company's directors and executive officers is also
included in the Company's 2022 Proxy Statement, which was filed with the SEC on
March 22, 2022. This document is available free of charge as described above.
Forward-Looking Statements
This communication, as well as other statements we make, includes
forward-looking statements made in reliance upon the safe harbor provisions of
Federal securities law, including statements regarding: completion of the
corporate reorganization that includes, among other things, the establishment of
a new company domiciled in the U.S. and the timing and benefits thereof; the
future revenue, profitability, business strategies and developments of the
Company.
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These forward-looking statements are subject to various important cautionary
factors, including: the ability to receive, in a timely manner and on
satisfactory terms, required securityholder, stock exchange and court approvals;
ability to achieve anticipated benefits of the corporate reorganization;
publicity resulting from the reorganization and impacts to the company's
business and share price; risks and uncertainties related to the oil and natural
gas industry; business and general economic conditions, including inflationary
pressures, international markets, international political climates, including
the Russia-Ukraine geopolitical conflict, public health crises, such as the
COVID-19 pandemic; and any related actions taken by businesses and governments,
and other factors as more fully described in the Company's most recent Forms
10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange
Commission. These important factors could cause the Company's actual results to
differ materially from those described in these forward-looking statements. Such
statements are based on current expectations of the Company's performance and
are subject to a variety of factors, some of which are not under the control of
the Company. Because the information herein is based solely on data currently
available, and because it is subject to change as a result of changes in
conditions over which the Company has no control or influence, such
forward-looking statements should not be viewed as assurance regarding the
Company's future performance.
The Company undertakes no obligation to publicly update or revise any
forward-looking statement to reflect events or circumstances that may arise
after the date of this communication, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit 99.1 News Release dated January 17, 2023.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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