Nabors starts US trading
Nabors Industries Ltd. will begin trading on the American Stock Exchange this morning as a Bermuda registered company.
Despite a shareholder lawsuit and pressure from US legislators to stop Nabors reincorporating on the Island from Delaware, the company announced on Monday evening that the stock would continue to trade under the symbol NBR from this morning, although the company is now registered in Bermuda.
Following the reincorporation, all shares of Nabors Industries, Inc. outstanding common stock were automatically converted into the right to receive a share of Nabors Industries Ltd. and all current stockholders of Nabors Industries, Inc. have become shareholders of Nabors Industries Ltd.
Of the outstanding shares, 65.6 percent voted in favour of the move to Bermuda, far exceeding the majority of the outstanding shares required for the proposal to pass. More than 80 percent of the shares voted were in favour of the move.
By reincorporating in Bermuda, Nabors expects to cut their tax bills on earnings outside of the US market, thereby increasing value for shareholders.
The move to Bermuda comes six months after the company's board of directors approved the reincorporation plan in January although the trans-Atlantic crossing was far from plain sailing.
Several parties were involved in bringing legal action against the company including individual stock holders and workers unions.
Nabors shareholder, Steven Rosenberg, filed a lawsuit on May 23 in the US District Court of the Souther District of Texas in an effort to block the company's proposed reincorporation in Bermuda.
Mr. Rosenberg sought to obtain a preliminary and permanent injunction against the stockholder vote regarding the reorganisation and to obtain monetary damages.
The lawsuit contained four counts against the company and its board. In one count the plaintiff alleged that Nabors' proxy statement contained misleading statements and omissions, including allegations about the risks that the reorganisation would not result in favourable tax treatment because Nabors Bermuda and Nabors Delaware will be operated from the US.
Despite the lawsuit, Nabors said the long-term benefits from the move to Bermuda would outweigh one-time capital gains taxes that investors would have to pay when the move takes effect.
Nabors' Chairman and Chief Executive Officer Eugene Isenberg said the company firmly believed the tax savings and other long-term benefits would more than compensate for the capital gains taxes investors would have to pay.
Nabors announced on June 14 that the US District Court for the Southern District of Texas had denied the request by Mr. Rosenberg.
While US lawmakers accuse companies such as Nabors of putting profits before patriotism and have introduced legislation to discourage the practice, Mr. Isenberg is reported to have said: "We follow the law all the time. If they want to change the law, God bless them."
Mr. Isenberg said on Monday: "We are delighted that we have been able to complete this very important step for the Company. We are confident our reorganisation will help Nabors continue to grow and compete abroad, leading to enhanced value for all of our stakeholders."
Nabors' transfer agent will mail stockholders a letter of transmittal and instructions for the exchange of their current stock certificates into shares of the Bermuda company.
The Nabors companies own and operate over 530 land drilling and 933 land workover and well-servicing rigs worldwide. Offshore, Nabors operates 44 platform, 15 jack-ups, and three barge rigs in the domestic and international markets. Nabors also operates 30 marine transportation and support vessels in the Gulf of Mexico.I
