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Nabors Announces Agreement to Acquire Tesco Corporation in an All-Stock Transaction

  • Accelerates the automation and integration of tubular services into Nabors rigs and creates immediate global scale for Nabors Drilling Solutions
  • Combines complementary portfolio of products, services and technologies to enhance Nabors position as a leading worldwide player in drilling equipment and performance software
  • Strengthens Nabors financial position through substantial commercial and operational synergies
  • Brings experienced Tesco management, employees, and technology into Nabors operations

Nabors Industries Ltd. ("Nabors") (NYSE: NBR) is pleased to announce that the company has signed an Arrangement Agreement ("Agreement") to acquire all of the issued and outstanding common shares of Tesco Corporation ("Tesco") (NASDAQ: TESO), with each outstanding share of common stock of Tesco being exchanged for 0.68 common shares of Nabors. This transaction will create a leading rig equipment and drilling automation provider by combining Canrig, Nabors rig equipment subsidiary, with Tesco's rig equipment manufacturing, rental and aftermarket service business. Additionally, Tesco operates a tubular services business in numerous key regions globally, which will immediately benefit Nabors Drilling Solutions' operation.

Nabors is uniquely positioned to automate and integrate tubular services into its global rig footprint. By combining its complementary products, tools and technologies, they will be able to offer customers more fit-for-purpose products, services and solutions. This expanded capability will enable them to further improve operational efficiency, accelerate and scale its development of new and innovative equipment on its new generations of rigs as well as upgrade older classes of rigs for a new age of drilling.

This transaction values Tesco common stock at $4.62 per share based on the closing price of Nabors shares on the New York Stock Exchange on August 11, 2017, which represents a 19% premium of the closing value of Tesco shares on the NASDAQ Stock Market on August 11, 2017. The transaction is subject to regulatory approval and customary closing conditions and is expected to close in the fourth quarter.

"The addition of Tesco to our company represents another step forward for both our rig equipment and Nabors Drilling Solutions business. Tesco is respected for the quality of their product offerings and aftermarket service levels. I am eager to realize the benefits to our combined customers and shareholder groups that this combination will provide," said Nabors Chairman, President and Chief Executive Officer Anthony G. Petrello.

Michael W. Sutherlin, Tesco's Non-Executive Chairman of the Board, said, "With this transaction, Tesco will now have an expanded platform, which will allow for acceleration of its strategy and increase the potential for market share gains around key industry trends. The combination will provide significant value to Tesco shareholders by participating in a stronger and broader offering of complementary rig equipment product lines and tubular services."

Fernando Assing, Tesco's President and Chief Executive Officer, commented, "This is a very exciting opportunity to combine two world class companies that are highly focused on delivering best-in-class services to the oil and gas industry. This combination will further reinforce Nabors position as a leading rig equipment and drilling automation provider by integrating Tesco's...


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