HOUSTON, May 08, 2018 (GLOBE NEWSWIRE) -- National Energy Services Reunited Corp. (“NESR”) (NASDAQ: NESR)
announced today that it has set its special meeting in lieu of an annual meeting of shareholders on May 18, 2018 with respect to
its proposed business combination (the “business combination”) with Gulf Energy SAOC (“GES”) and National Petroleum Services
(“NPS”). The special meeting in lieu of an annual meeting of shareholders will be held at 2:00 PM ET on May 18, 2018 at the offices
of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. NESR expects the
business combination to close on May 25, 2018, subject to the satisfaction of certain closing conditions, including the approval of
the business combination by NESR’s shareholders at the special meeting.
Assuming that NESR’s shareholders approve the business combination at the special meeting, NESR will continue to
trade under the “NESR” ticker on the NASDAQ Capital Market stock exchange after consummation of the business combination.
At $10.00 per share, NESR will have an aggregate market capitalization following the business combination of
approximately $1.1 billion. Existing GES and NPS shareholders will collectively own a significant portion of the combined company,
representing approximately 31% of the proforma market capitalization.
The description of the business combination and related transactions contained herein is only a summary and is
qualified in its entirety by reference to the agreements entered in connection with the business combination.
About National Energy Services Reunited Corp.
NESR is a Special Purpose Acquisition Company (“SPAC”) formed in the British Virgin Islands and headquartered in
Houston, Texas. The company raised $229 million in its IPO to acquire companies in the energy services sector. NESR Corp. has been
formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or
substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination
with one or more businesses or entities. NESR is led by CEO Sherif Foda, who is also one of the shareholders of the company.
About National Petroleum Services
NPS is a leading regional provider of integrated energy services in the MENA and Asia Pacific regions, and
currently operates in 12 countries across the MENASA region and through various regional subsidiaries. NPS’ service lines include
wells services, electric line logging, well testing, and integrated drilling and workover operations. NPS has a highly
skilled workforce of more than 1,800 employees from 40 different nationalities.
About Gulf Energy SAOC
GES is a provider of high-quality integrated drilling and completions oilfield service solutions in the Middle
East and North Africa region, with a workforce of approximately 1,200 people. GES has established relationships with a majority of
the operators in Oman as well as with other international clients. As a pioneer in many oilfield services technologies, GES has a
successful track record of servicing complex wells.
Forward Looking Statements
This communication includes certain statements that may constitute "forward-looking statements" for purposes of
the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words
"anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about:
the parties' ability to effect the business combination; the benefits of the business combination; the future financial performance
of NESR following the business combination; and changes in GES and NPS strategy, future operations, financial position, estimated
revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on
information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing
NESR’s views as of any subsequent date, and NESR does not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a
result of a number of known and unknown risks and uncertainties, NESR’s actual results or performance may be materially different
from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ
include: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise
to the termination of the definitive agreements relating to the business combination; (ii) the outcome of any legal
proceedings that may be instituted against NESR following announcement of the business combination; (iii) the inability to
complete the business combination due to the failure to obtain approval of the shareholders of NESR, or other conditions to closing
in the definitive agreements relating to the business combination; (iv) the risk that the proposed business combination
disrupts current plans and operations of NESR, NPS or GES as a result of the announcement and consummation of the business
combination; (v) NESR's ability to realize the anticipated benefits of the business combination, which may be affected by,
among other things, competition and the ability of NESR to grow and manage growth profitably following the business combination;
(vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the
possibility that NESR, NPS or GES may be adversely affected by other economic, business, and/or competitive factors.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the
solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described
herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Information for Investors and Shareholders
In connection with the proposed business combination, NESR has filed a definitive proxy statement with the
Securities and Exchange Commission (the "SEC") on May 8, 2018 and will mail such definitive proxy statement to NESR
shareholders along with a copy of NESR’s annual report on Form 10-K for the fiscal year ended December 31, 2017 on or
about May 8, 2018. NESR shareholders and other interested persons are advised to read the definitive proxy statement in
connection with NESR’s solicitation of proxies for the special meeting of shareholders to be held to approve the proposed business
combination because the definitive proxy statement will contain important information about the proposed business combination and
related matters. Shareholders will also be able to obtain copies of the definitive proxy statement, without charge, at the SEC's
website at www.sec.gov.
Participants in the Solicitation
NESR and its directors and officers may be deemed participants in the solicitation of proxies of NESR
shareholders in connection with the proposed business combination. NESR shareholders and other interested persons can read NESR’s
annual report on Form 10-K for the fiscal year ended December 31, 2017, a copy of which will be mailed with the definitive proxy
statement, for a description of the security holdings of the NESR officers and directors and their respective interests as security
holders in the successful consummation of the business combination. Additional information is available in the definitive proxy
statement, which was filed with the SEC on May 8, 2018.
For inquiries regarding NESR, please contact: Joseph Caminiti or Steve Calk Alpha IR Group 312-445-2870 NESR@alpha-ir.com
