Core Laboratories N.V. (NYSE: “CLB US”) (“Core”, “Core Lab”, or the “Company”) announces the Company’s Board of Directors has approved a plan to reorganize the Company’s corporate structure, which will include redomestication of the parent company from the Netherlands to the United States (the “Redomestication”). The Company and its Board believes that the Redomestication will enhance shareholder value over the long-term through simplifying the corporate structure, improving operational efficiencies and reducing administrative costs. The Redomestication will, if completed, change the Company’s jurisdiction of organization from the Netherlands to the State of 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 Laboratories Inc. (“Core Lab Delaware”), which will become Core’s ultimate parent company. Upon completion of the transaction, Core Laboratories N.V. shareholders will hold one share of Common Stock of Core Lab Delaware for each Common Share of Core Laboratories N.V. owned immediately prior to the Redomestication. Core Lab N.V. Common Shares will continue to trade on the New York Stock Exchange (“NYSE”) up to and including the effective date of the Redomestication. Following the effective date of the Redomestication, shares of Common Stock of Core Lab Delaware will be listed on the NYSE under the ticker symbol “CLB”. The Company’s shares will continue to trade uninterrupted during and upon completion of the Redomestication.
Benefits from the Redomestication will include: (i) a reduced corporate footprint and a reduction in regulatory requirements associated with audited financial statements, financial reporting, and compliance with other statutory regulations, (ii) improved efficiencies and opportunities in the Company’s corporate treasury, cash management, risk management and tax functions, and (iii) a simplified and more efficient tax structure.
The Redomestication requires a shareholder vote for approval, which will be conducted through an extraordinary general meeting of Core Lab shareholders, which is anticipated to occur early in the second quarter of 2023. Further details are provided in the Company’s preliminary proxy statement/prospectus, filed with the U.S. Securities and Exchange Commission (“SEC”) on 17 January 2023.
Important Information for Shareholders
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 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.