On August 14, 2017, Nabors Industries Ltd. and Tesco Corporation announced they had entered into an Agreement and Plan of Merger dated August 13, 2017 (“Merger Agreement”), by which Nabors, through its wholly owned subsidiary, Nabors Maple Acquisition Ltd. (“Merger Sub”), will acquire all of the outstanding shares of Tesco in an all-stock transaction in which Tesco’s stockholders will receive 0.68 shares of Nabors common stock for each share of Tesco common stock (the “Proposed Transaction”). On September 18, 2017, Tesco caused the filing of the Preliminary Proxy Statement on Form PREM14A with the SEC (the “Proxy”).
The Complaint alleges that the Proxy is materially deficient and misleading because it fails to disclose material information regarding the financial projections that were prepared by Company management and relied upon by J.P. Morgan Securities, LLC (“J.P. Morgan”), the Company’s financial advisor. The Complaint further alleges the Proxy materially misleads Tesco stockholders by omitting any GAAP reconciliation of the non-GAAP financial measures contained in the Company’s projections, and omitting material information pertaining to the financial analysis underlying J.P. Morgan’s opinion of the fairness of the Merger Consideration.