HAMILTON, Bermuda, July 21, 2014 (GLOBE NEWSWIRE) — Nordic American Offshore Ltd. (the “Company” or “NAO”) announced today the expiration and results of its offer to exchange unregistered common shares that it issued in its prior equity private placement in November 2013 (the “Original Shares”).
As of 5:00 p.m. New York City time (11:00 p.m. Oslo Time) on Thursday, July 17, 2014, at which time the Exchange Offer expired, there have been 11,478,478 Original Shares validly tendered, and not withdrawn, which represents approximately 93.5% of the Original Shares eligible to participate in the Exchange Offer. Holders of the remaining OTC shares will be contacted shortly in order to arrange for the exchange.
The Original Shares have been traded on the OTC in Oslo since November 2013. The Original Shares will be exchanged for common shares (the “Exchange Shares”) that have been registered under the Securities Act of 1933 (the “Securities Act”) and may be freely traded on the New York Stock Exchange by nonaffiliates of the Company.
The complete terms and conditions of the exchange offer are set forth in a prospectus dated June 18, 2014, and the related letter of transmittal (the “Exchange Offer”).
Under SEC rules Original Shares owned by affiliates of the Company are not eligible to participate in the exchange offer now as Original Shares owned by Affiliates of the Company are subject to a contractual lockup for a period of 180 days from June 11, 2014.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the tanker market, as a result of changes in OPEC’s petroleum production levels and world wide oil consumption and storage, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, including the prospectus and related prospectus supplement, our Annual Report on Form 20-F, and our reports on Form 6-K.
Press release (PDF): http://hugin.info/201/R/1831694/635586.pdf
CONTACT: Jacob Ellefsen, Manager, IR and Research Nordic American Offshore Ltd. Tel: +33 678 631 959 or + 377 93 25 89 07 Tor-Oyvind Bjorkli, Chief Executive Officer Nordic American Offshore Ltd. Tel: +47 21 99 24 81 or +47 90 62 70 14 Herbjorn Hansson, Executive Chairman Nordic American Offshore Ltd. Tel: +1 866 805 9504 or + 47 901 46 291 Gary J. Wolfe Seward & Kissel LLP Tel: +1 212 574 1223