HOUSTON--(BUSINESS WIRE)--May 1, 2014--
National Oilwell Varco, Inc. (NYSE: NOV) announced today that its board
of directors has given final approval for the spin-off of its
distribution business. The resulting company will be known as NOW Inc.
(“NOW”) and will be headquartered in Houston.
The separation will be completed by way of a pro rata distribution of
all of the outstanding shares of NOW common stock to holders of NOV
common stock. This distribution is expected to occur after market close
on May 30, 2014 (the “Distribution Date”) to NOV stockholders of record
as of the close of business on May 22, 2014 (the “Record Date”). On the
Distribution Date, each NOV stockholder as of the Record Date will
receive one share of NOW common stock for every four shares of NOV
common stock held at the close of business on the Record Date.
Fractional shares of NOW common stock will not be distributed and any
fractional share of NOW common stock otherwise issuable to a NOV
stockholder will be sold in the open market on such stockholder’s
behalf, and such stockholder will receive a cash payment with respect to
that fractional share.
Following the distribution of NOW common stock, NOW will be an
independent, publicly traded company, and NOV will retain no ownership
interest in NOW. NOW expects to receive approval soon for the listing of
its common stock on the New York Stock Exchange under the symbol DNOW.
NOV expects to receive an opinion from its legal counsel to the effect
that, based on certain facts, assumptions, representations and
undertakings, for U.S. federal income tax purposes, the distribution of
NOW common stock and certain related transactions generally will not be
taxable to NOV or U.S. holders of NOV common stock, except in respect to
cash received in lieu of fractional shares, which generally will be
taxable to such holders as capital gain.
No action is required by NOV stockholders in order to receive shares of
NOW common stock in the distribution. Stockholders entitled to receive
the distribution will receive a book-entry account statement reflecting
their ownership of NOW common stock, or their brokerage account will be
credited for the shares.
NOV expects a “when-issued” public trading market for NOW common stock
will commence on or about May 20, 2014 under the symbol DNOW WI and will
continue through the Distribution Date. NOV also anticipates that
“regular way” trading of NOW common stock will begin on the first
trading day following the Distribution Date.
Beginning on or about May 20, 2014, and through the Distribution Date,
it is expected that there will be two ways to trade NOV common stock –
either with or without the right to receive shares of NOW common stock.
Stockholders who sell their shares of NOV common stock in the
“regular-way” market (that is, normal trading market on the NYSE under
the symbol NOV) after the Record Date and on or prior to the
Distribution Date will be selling their right to receive shares of NOW
common stock in connection with the distribution. It is anticipated that
shares of NOV common stock will also trade ex-distribution (that is,
without the right to receive the NOW distribution) during that period
under the symbol NOV WI. Investors are encouraged to consult with their
financial advisors regarding the specific implications of buying or
selling shares of NOV common stock on or before the Distribution Date.
Prior to the distribution, NOV expects to mail an information statement
to all stockholders entitled to receive the distribution of shares of
NOW common stock. The information statement will describe NOW, including
the risks of owning NOW common stock, and other details regarding the
distribution.
National Oilwell Varco is a worldwide leader in the design,
manufacture and sale of equipment and components used in oil and gas
drilling and production operations, the provision of oilfield services,
and supply chain integration services to the upstream oil and gas
industry.
Statements made in this press release that are forward-looking in
nature are intended to be “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934 and may
involve risks and uncertainties. These statements may differ materially
from the actual future events or results. Readers are referred to
documents filed by National Oilwell Varco with the Securities and
Exchange Commission, including the Annual Report on Form 10-K, which
identify significant risk factors which could cause actual results to
differ from those contained in the forward-looking statements.
Source: National Oilwell Varco, Inc.
National Oilwell Varco, Inc.
Jeremy Thigpen, (713)
346-7301
