Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
As previously disclosed, on
A copy of the press release issued by the Company on
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed transaction between
the Company and Parent. In connection with this proposed transaction, the
Company may file one or more proxy statements or other documents with the
Participants in Solicitation
The Company, Parent, their respective directors and certain of their respective
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and
executive officers of the Company is set forth in its Annual Report on Form 10-K
for the fiscal year ended
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the
Forward Looking Statements
This communication contains "forward-looking statements" within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about the Company's ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management's current expectations for the future of the Company based on current expectations and assumptions relating to the Company's business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as "believes," "anticipates," "may," "should," "will," "plans," "projects," "expects," "expectations," "estimates," "forecasts," "predicts," "targets," "prospects," "strategy," "signs," and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of the Company's stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of the Company, the risk that
the proposed transaction and its announcement could have an adverse effect on
the ability of the Company to retain customers and retain and hire key personnel
and maintain relationships with its suppliers and customers, economic or
political changes that affect the markets that the Company's businesses serve
which could have an effect on demand for the Company's products and impact the
Company's profitability, disruptions in the credit and financial markets,
including diminished liquidity and credit availability, disruptions in the
Company's businesses from the coronavirus pandemic (COVID-19), cyber-security
vulnerabilities, supply issues, retention of key employees, and outcomes of
legal proceedings, claims and investigations, future changes, results of
operations, domestic spending by the onshore oil and natural gas industry,
continued volatility or future volatility in oil and natural gas prices,
deterioration in general economic conditions or a continued weakening or future
weakening of the broader energy industry, federal, state and local regulation of
hydraulic fracturing and other oilfield service activities, as well as
exploration and production activities, including public pressure on governmental
bodies and regulatory agencies to regulate our industry, and the price and
availability of alternative fuels, equipment and energy sources. Accordingly,
actual results may differ materially from those contemplated by these
forward-looking statements. Investors, therefore, are cautioned against relying
on any of these forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance. Additional
information regarding the factors that may cause actual results to differ
materially from these forward-looking statements is available in the Company's
filings with the
These forward-looking statements speak only as of the date of this communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated
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