Expro Issues Offer Update
Further to the announcement of the recommended Revised Offer of 1550 pence per Expro Share made by Umbrellastream on Friday, May 23, 2008, the Expro Independent Directors wish to provide the following update to Expro shareholders and to confirm certain amendments to the Implementation Agreement as agreed between Expro and Umbrellastream.
On Tuesday, May 27, 2008, the Independent Directors of Expro announced the adjournment of the Court Meeting and Expro EGM to Monday, June 9, 2008 in order for Expro Shareholders to have sufficient opportunity to consider the recommended Revised Offer.
As described in the supplementary scheme document posted to shareholders on Tuesday, May 27, 2008, the Implementation Agreement (as described in the Scheme Document) has been amended so as to provide that Expro is able to postpone or adjourn either the First Court Hearing past June 23, 2008 or the Second Court Hearing past June 25, 2008 if an independent competing offeror announces a higher cash offer (in accordance with the requirements of Rule 2.5 of the Takeover Code) on or before June 20, 2008.
Expro notes the Halliburton announcement of May 23, 2008. Expro confirms that it continues to be in discussions with Halliburton which may or may not lead to an offer being made for Expro, however there can be no certainty that an offer will be made. Accordingly, the Expro Independent Directors continue to unanimously recommend that Expro Shareholders vote in favour of the resolutions relating to the recommended Revised Offer at the adjourned Meetings on June 9, 2008.
If Expro Shareholders vote against the resolutions relating to the recommended Revised Offer at the adjourned Meetings there can be no certainty of any offer for the Company being made.
If Expro Shareholders vote in favor of the resolutions relating to the recommended Revised Offer at the adjourned Meetings, the Expro Independent Directors will nevertheless be able to postpone the First Court Hearing and the Second Court Hearing in order to consider any independent competing higher cash offer provided it is made in accordance with the requirements of Rule 2.5 of the Takeover Code on or before June 20, 2008.
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