April 4, 2013
/PRNewswire/ -- Nabors Industries Ltd. (NYSE: NBR) ("Nabors") and PHM Investment (USD) 1 S.a.r.l., managed by Pamplona Capital Management LLP ("Pamplona"), today announced that Nabors has agreed to nominate a mutually agreed upon independent director for election to the Nabors Board of Directors at the Company's 2013 and 2014 annual general meetings of shareholders. Nabors and Pamplona have also agreed that the 2013 nominee and Nabors will mutually agree on a second independent director who will be nominated at the Company's 2014 annual general meeting of shareholders. The 2013 nominee has already been appointed to the Board, as detailed in Nabors' concurrent press release. Pamplona and its affiliates are currently Nabors' largest shareholders, owning approximately 9.3% of the outstanding shares.
Anthony G. Petrello
, President and Chief Executive Officer of Nabors, commented, "We are pleased to have reached this beneficial agreement following a series of constructive discussions with Pamplona. Today's announcement enables us to add new and qualified independent directors to our Board and to continue executing on our strategic plan to create value for our shareholders. The Board is also evaluating strategies to enhance shareholder value, including optimizing the Company's capital structure, reviewing its mix of businesses and improving operating performance with the assistance of an independent financial advisory firm of international reputation. We remain confident that our quality asset base, diverse product lines and geography, global infrastructure and talented employee base uniquely position us for the long-term."
, Chairman of Pamplona Capital Management, said, "We believe that the agreement reached will provide new independent voices and perspectives to Nabors' Board and will improve the focus on maximizing shareholder value. We are pleased with the Board's commitment to conduct a strategic review and look forward to continued constructive interaction with Nabors."
Nabors and Pamplona also announced that, pursuant to their agreement, Pamplona will receive an exemption from Nabors' shareholder rights plan, allowing the fund to acquire up to 14.99% of Nabors' common shares. Additionally, Pamplona has agreed, among other items, to vote its shares in support of all of the Board's director nominees at the Company's 2013 and 2014 annual meetings.
Details of the agreement can be found in Nabors' 8-K, filed today with the U.S. Securities and Exchange Commission.