Nordic American Offshore Ltd. (NYSE: NAO) - Adoption of Shareholders Rights Agreement
21 Dezembro 2018 - 8:42PM
Bermuda, December 21, 2018
Nordic American Offshore Ltd. (NYSE: NAO) (the
"Company") announced today that its Board of Directors has
unanimously adopted a shareholder rights agreement (the "Rights
Agreement") and declared a dividend distribution of one preferred
share purchase right on each outstanding share of the Company's
common stock, par value $0.01 per share (the "Common
Shares"). The Rights Agreement has a term of ten years.
Pursuant to the Rights Agreement, the Company
will issue one preferred share purchase right for each outstanding
share of Common Shares at the close of business on December 31,
2018. Each right will entitle the shareholder to buy one
one-thousandth of a share of Series A participating preferred stock
at an exercise price of $10.00. Initially, these rights will
not be exercisable and will trade with the Company's Common
Shares.
Under the Rights Agreement, the rights generally
will become exercisable only if a person or group acquires
beneficial ownership of 15% or more of the Company's Common Shares
(including through entry into certain derivative positions) in a
transaction not approved by its Board of Directors. In that
situation, each holder of a right (other than the acquiring person,
whose rights will become void and will not be exercisable) will
have the right to purchase, upon payment of the exercise price, a
number of shares of the Company's Common Shares having a
then-current market value equal to twice the exercise price.
In addition, if the Company is acquired in a
merger or other business combination after an acquiring person
acquires 15% or more of the Company's Common Shares, each holder of
the right will thereafter have the right to purchase, upon payment
of the exercise price, a number of Common Shares of the acquiring
person having a then-current market value equal to twice the
exercise price. The acquiring person will not be entitled to
exercise these rights.
The Board of Directors may redeem the rights for
a nominal amount under certain circumstances. Under the Rights
Agreement's terms, it will expire on December 21, 2028.
Additional information about the Rights
Agreement is contained in a report on Form 6-K filed by the Company
with the U.S. Securities and Exchange Commission.
About Nordic American Offshore Ltd.
NAO is a Bermuda-based company listed on the New
York Stock Exchange. It owns and operates a fleet of 10 modern
harsh environment offshore supply vessels built with the latest
technology available. From its operating offices in Norway and
elsewhere, NAO is positioned to support a global business and take
advantage of the expected upturn in oil service activity in the
North Sea and globally.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may
constitute forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their
business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other
than statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words
"believe," "anticipate," "intend," "estimate," "forecast,"
"project," "plan," "potential," "may," "should,"
"expect," "pending" and similar expressions identify
forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, our management's examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these
assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or
projections. We undertake no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Important factors that, in our view, could cause
actual results to differ materially from those discussed in the
forward-looking statements include the strength of world economies
and currencies, general market conditions, including fluctuations
in charter rates and vessel values, changes in demand in the PSV
market, as a result of changes in the general market conditions of
the oil and natural gas industry which influence charter hire rates
and vessel values, demand in platform supply vessels, our operating
expenses, including bunker prices, dry docking and insurance
costs, governmental rules and regulations or actions taken by
regulatory authorities as well as potential liability from pending
or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to
accidents or political events, the availability of financing and
refinancing, vessel breakdowns and instances of off-hire and other
important factors described from time to time in the reports filed
by the Company with the Securities and Exchange Commission.
Contact Information:
Nordic American Offshore Ltd.+377 9798 5717
(Monaco)+1 646 432 3315 (New York)
Web-site: www.nao.bm SK 28327 0001 8117091
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