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In addition to the other information set forth in this report, you should carefully consider the risks discussed below and under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
The expected benefits of the Transaction may not be realized.
There can be no assurance that all of the anticipated benefits of the Transaction will be achieved. Achieving the anticipated benefits of the Transaction is subject to a number of risks and uncertainties, including factors that we do not and cannot control. In addition, if the expected benefits of the Transaction do not meet expectations of investors or securities analysts, the price of ordinary shares (“Expro Cayman Ordinary Shares”) of Expro Ltd, an exempted company incorporated under the laws of the Cayman Islands (“Expro Cayman”), following completion of the Transaction may decline.
The Company’s business may be impacted by the uncertainty associated with the Transaction.
Although Expro Cayman and its subsidiaries will carry on the business currently conducted by the Company and its subsidiaries, certain relationships, including with employees, suppliers, lenders, partners, governments and other stakeholders, may be subject to disruption due to uncertainty associated with consummating the Transaction. Specifically, certain stakeholders may be reluctant to engage in business with the Company prior to, or Expro Cayman following, completion of the Transaction, or may impose additional conditions on or apply less favorable terms to transactions involving the Company and/or Expro Cayman. This could have an adverse effect on the business and operations of the Company prior to, or Expro Cayman following, completion of the Transaction.
The Transaction is conditional, and the conditions may not be satisfied.
Completion of the Transaction is conditioned, among other things, upon the satisfaction or waiver of certain conditions, which include obtaining shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Transaction will be completed. Further, even if the required shareholder approval has been obtained and the other merger conditions have been satisfied, the Board of the Company may decide to delay or not proceed with the Transaction if it determines that the Transaction is no longer advisable. In such case the Company will have incurred costs and will have directed attention and resources relating to the Transaction, but will not realize any of the anticipated benefits of the Transaction.
The Company will allocate time and resources to effecting the Transaction and incur non-recurring costs related to the Transaction.
The Company and its management have allocated and will continue to be required to allocate time and resources to effecting the completion of the Transaction and related and incidental activities. There is a risk that the challenges associated with managing these various initiatives may have a business impact and that consequently the underlying businesses will not perform in line with expectations. This could have an adverse effect on the business, financial condition and reputation of Expro Cayman.
In addition, the Company expects to incur a number of non-recurring costs associated with the Transaction, including legal fees, accountants’ fees, proxy solicitor fees, filing fees, mailing expenses and financial printing expenses. There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Transaction may result in additional and unforeseen expenses. Most of these costs will be payable whether or not the Transaction is completed. While it is expected that benefits of the Transaction achieved by Expro Cayman will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all, particularly if the Transaction is delayed or does not happen at all. These combined factors could adversely affect the business, operating profit and overall financial condition of the Company and Expro Cayman.
Negative publicity resulting from the Transaction could adversely affect the Company’s business and the market price of the Company’s common shares and the Expro Cayman Ordinary Shares.
Redomicile transactions that have been undertaken by other companies have in some cases generated significant news coverage, some of which has been negative. Negative publicity generated by the Transaction could cause certain persons with whom the Company has a business relationship to be more reluctant to do business with the Company prior to the Transaction, or Expro Cayman following the Transaction. Negative publicity could also cause some the Company shareholders to sell the common shares of the Company or decrease the demand for new investors to purchase such shares, which could have an adverse impact on the price of the common shares of the Company and the Expro Cayman Ordinary Shares.