Nordic American Offshore Ltd. Announces Reverse Stock Split to be Effective January 28, 2019
23 Janeiro 2019 - 7:06PM
Hamilton, Bermuda-January 23, 2019-Nordic
American Offshore Ltd. (the "Company" or "NAO") announced today
that its board of directors (the "Board") has determined to effect
a one-for-ten reverse stock split of the Company's common shares,
par value $0.01 per share. The Company's bye-laws permit the
board of directors to effect a reverse stock split without
shareholder consent.
The reverse stock split will take effect, and
the Company's common stock will begin trading on a split-adjusted
basis on the New York Stock Exchange ("NYSE"), as of the opening of
trading on January 28, 2019. A new CUSIP number will be assigned to
the Company's common shares when the reverse stock split becomes
effective.
When the reverse stock split becomes effective,
every ten shares of the Company's issued and outstanding common
stock will be automatically combined into one issued and
outstanding share of common stock, with a new par value of $0.10
per share. This will reduce the number of outstanding common
shares from approximately 73,741,595 shares to approximately
7,374,159 shares.
No fractional shares will be issued in
connection with the reverse stock split. Shareholders who
would otherwise hold a fractional share of the Company's common
stock will receive a cash payment in lieu thereof at a price equal
to that fraction to which the shareholder would otherwise be
entitled multiplied by the closing price of the Company's common
stock on the NYSE on January 25, 2019.
Shareholders with shares held in book-entry form
or through a bank, broker, or other nominee are not required to
take any action and will see the impact of the reverse stock split
reflected in their accounts on or after January 28, 2019.
Such beneficial holders may contact their bank, broker, or nominee
for more information.
On August 31, 2018, the Company received notice
from the NYSE that the Company was no longer in compliance with the
NYSE's continued listing standards because the average closing
share price of the Company's common stock over a consecutive 30
trading-day period ending August 29, 2018 had fallen below the
requirement to be at least $1.00 per share. The purpose of the
reverse stock split is to increase the market price of the
Company's common shares. The Company believes that the increased
market price for its common shares that is expected as a result of
implementing the reverse stock split will cure this deficiency.
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. Additional information about the Company is
available on the Company's website at www.nao.bm.
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
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