ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
other/Change of Jurisdiction of Incorporation
GENEVA, April 2, 2014 -- Weatherford International Ltd. (NYSE / Euronext Paris /
SIX: WFT) announced today that its Board of Directors has approved changing its
place of incorporation from Switzerland to Ireland. Weatherford's shareholders
will be asked to approve the proposed change at an Extraordinary General Meeting
of Shareholders expected to be held in June 2014.
Logo - http://photos.prnewswire.com/prnh/19990308/WEATHERFORDLOGO
Bernard J. Duroc-Danner, Weatherford's Chairman, President and Chief Executive
Officer, stated that "The redomiciliation from Switzerland to Ireland will
provide the company with the ability to quickly and efficiently execute and move
forward on our transformational path. Our incorporation under Irish law will
strengthen Weatherford's steady course allowing us to operate at the lowest
possible cost while enhancing the company's ability to retain, as well as
further attract, the best women and men in the industry. With our determined
focus on growing our core businesses and divesting non-core assets, the
execution of our planned divestitures is essential and imperative to the
company's future success. Incorporation in Ireland will best ensure that we
reach our goals as we embark on a new chapter in our history. Your participation
and support will make this happen."
If approved by shareholders, Weatherford expects the change of the place of
incorporation to be effective as soon as practicable following the merger of
Weatherford, the current Swiss parent company, into a newly-formed subsidiary
incorporated under Irish law ("Weatherford Ireland"). After the merger,
Weatherford Ireland will serve as the publicly traded parent of the Weatherford
group of companies. Weatherford Ireland will continue to be subject to U.S.
Securities and Exchange Commission (SEC) reporting requirements as well as the
rules of the New York Stock Exchange. In conjunction with the merger,
Weatherford expects to delist its shares from the SIX Swiss Exchange and NYSE
Euronext Paris. On a related note, Weatherford has determined that it is in the
best interest of its shareholders to conduct its annual general meeting after
the Extraordinary General Meeting of Shareholders, and expects this to occur in
September 2014 as an Irish company. Shareholders will be notified of the date
of the 2014 annual meeting and the related record date and the date for
shareholder submissions when approved by Weatherford's Board of Directors and/or
end of ad-hoc-announcement
Full details of the merger and the change in place of incorporation including
the associated benefits and risks, will be provided in Weatherford's proxy
statement/prospectus with respect to the Extraordinary Annual General Meeting of
Shareholders. Completion of the merger will be subject to various conditions
described in the proxy statement/prospectus.
Important Additional Information Regarding the Merger Filed with the SEC
Weatherford Ireland has filed with the SEC a registration statement on Form
S-4, which contains a proxy statement/prospectus in connection with the proposed
merger, and each of Weatherford and Weatherford Ireland may be filing other
relevant materials with the SEC in connection with the transaction. Weatherford
urges its shareholders including participants in its equity based incentive
compensation plans and investors to read carefully the proxy
statement/prospectus (and any other document that Weatherford or Weatherford
Ireland subsequently files with the SEC) before making any voting or investment
decision about the proposed Merger Agreement, because they contain important
information about Weatherford, Weatherford Ireland and the proposed Merger
Agreement and related transactions. Shareholders and investors may obtain these
documents, as well as other filings containing information about Weatherford and
Weatherford Ireland, for free at the SEC's website, www.sec.gov or at
Weatherford's website, www.weatherford.com under "Investor Relations."
Shareholders may also obtain a copy of these documents free of charge by
contacting Weatherford's U.S. Investor Relations Department in writing at 2000
St. James Place, Houston, Texas 77056 or by telephone at +1 (713) 836-4000.
Copies of any exhibits to Weatherford's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC
are available upon written request, subject to a charge for copying and mailing.
Participants in Solicitation
Weatherford, Weatherford Ireland and their directors and executive officers and
certain other members of management and employees, as well as AST Phoenix
Advisors, as proxy solicitor, may be deemed to be participants in the
solicitation of proxies from its shareholders with respect to the matters to be
voted upon at the Extraordinary General Meeting. Information about the directors
and executive officers of Weatherford and their ownership in Weatherford is
included in the proxy statement/prospectus filed with the SEC and the documents
and information incorporated by reference therein. Other information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained in the proxy
statement/prospectus and other relevant materials filed with the SEC. You can
obtain free copies of the documents by accessing the SEC's and our website as
Weatherford is one of the largest multinational oilfield service companies.
Weatherford's product and service portfolio spans the lifecycle of the well, and
includes formation evaluation, well construction, completion and production.
Weatherford provides innovative solutions, technology and services to the oil
and gas industry, and operates in over 100 countries currently employing more
than 60,000 people worldwide.
This press release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are generally identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "budget," "intend," "strategy," "plan," "may,"
"should," "could," "will," "would," and "will be," and similar expressions,
although not all forward-looking statements contain these identifying words.
Such statements are based upon the current beliefs of Weatherford's management,
and are subject to significant risks, assumptions and uncertainties. These
risks and uncertainties include, but are not limited to: the ability to complete
the merger and related transactions to change the legal domicile of Weatherford
(including our currently proposed timetable); realizing the expected benefits
from such change; the tax effects of the change of jurisdiction of incorporation
(including our maintaining Swiss tax residency), including as it relates to the
merger and other transactions contemplated thereby; and Weatherford's ability to
obtain the necessary approvals and consents to the merger, including the
approval of applicable Swiss authorities. Should one or more of these risks or
uncertainties materialize, or underlying assumptions prove incorrect, actual
results may vary materially from those indicated in our forward-looking
statements. Readers are also cautioned that forward-looking statements are only
predictions and may differ materially from actual future events or results.
Forward-looking statements also are affected by the risk factors described in
Weatherford's Annual Report on Form 10-K for the year ended December 31, 2013,
and those set forth from time-to-time in other filings with the SEC. We
undertake no obligation to correct or update any forward-looking statement,
whether as a result of new information, future events, or otherwise, except to
the extent required under federal securities laws.
SOURCE Weatherford International Ltd.
Further inquiry note:
Weatherford Contacts - Krishna Shivram, Executive Vice President and Chief
Financial Officer, +1.713.836.4610; Karen David-Green, Vice President - Investor
end of announcement euro adhoc
issuer: Weatherford International Ltd.
Rue Jean-Francois Bartholoni 4-6
sector: Oil & Gas - Upstream activities
stockmarkets: Main Standard: SIX Swiss Exchange, stock market: New York, Euronext