According to the Complaint, Civeo is an integrated provider of workforce accommodations, logistics, and facility management services to the natural resource industry. The Company's scalable modular facilities provide long-term and temporary accommodations. Once facilities are deployed in the field, Civeo also provides catering and food services, housekeeping, laundry, facility management, water, and wastewater treatment, power generation, communications, and redeployment logistics. The Company operates in three principal business segments: Canada, Australia, and U.S.
On November 27, 2017, Civeo issued a press release announcing that it had entered into a Share Purchase Agreement (the “Merger Agreement”) by and among the Company, Noralta, Torgerson Family Trust (“Torgerson Trust”), and Lance Torgerson. Pursuant to the Merger Agreement, Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta.
The Complaint alleges that on December 22, 2017, in order to convince Civeo stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on a Schedule 14A (the “14A”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.