Tesco Corporation is an American oilfield services company that provides rental services for land and oil platforms.

On August 14, 2017, Nabors Industries Ltd. and Tesco announced they had entered into an Agreement and Plan of Merger dated August 13, 2017, by which Nabors, through its wholly owned subsidiary, Nabors Maple Acquisition Ltd, 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.

On October 18, 2017, the Court issued an Order consolidating cases. On March 9, 2018, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended Complaint on April 6. Defendants filed a Motion to Dismiss the amended Complaint on April 27. On March 29, 2019, the Court issued an Order granting Defendants' Motion to Dismiss. Lead Plaintiff filed a notice appealing the Court's Dismissal Order on April 29. On September 10, 2020, the Court of Appeals affirmed the District Court's judgment.