FTS International, Inc. (NYSE American: FTSI) (the “Company” or
“FTS International”) announced today that the Company received a
notice from NYSE American on January 4, 2022 that the Company is
not in compliance with the continued listing standards set forth in
Section 704 of the NYSE American Company Guide due to the Company’s
failure to hold an annual meeting for the fiscal year ended
December 31, 2020 on or before December 31, 2021.
As previously announced, on October 21, 2021, the Company
entered into an Agreement and Plan of Merger, by and among the
Company, ProFrac Holdings, LLC, a Texas limited liability company
(“ProFrac”), and ProFrac Acquisitions, Inc., a Delaware corporation
and wholly owned subsidiary of ProFrac (“Merger Sub”), pursuant to
which Merger Sub will merge (the “Merger”) with and into the
Company, with the Company surviving as a wholly owned subsidiary of
ProFrac. The Company expects the Merger to close in the first
quarter of 2022, subject to the satisfaction of applicable closing
conditions. Upon closing of the Merger, the Company’s common stock
will no longer be listed on NYSE American and the Company will be a
wholly owned subsidiary of ProFrac.
About FTS International, Inc.
Headquartered in Fort Worth, Texas, FTS International is a
pure-play hydraulic fracturing service company with operations
across multiple basins in the United States.
For more information about FTS International please contact FTSI
Investor Relations at Investors@FTSI.com.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed transaction between the Company and ProFrac. In
connection with this proposed transaction, the Company may file one
or more proxy statements or other documents with the Securities and
Exchange Commission (the “SEC”), including a definitive proxy
statement on Schedule 14A (the “definitive proxy statement”) which
will be mailed or otherwise disseminated to the Company’s
stockholders when it becomes available. This communication is not a
substitute for any proxy statement or other document the Company
may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
filed with the SEC by the Company through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by the Company will be available free of charge on the
Company’s internet website at
https://www.ftsi.com/investor-relations/sec-filings/default.aspx or
by contacting the Company’s primary investor relation’s contact by
email at investors@ftsi.com or by phone at 817-862-2000.
Participants in Solicitation
The Company, ProFrac, their respective directors and certain of
their respective executive officers may be considered participants
in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of the Company is set forth in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, which was filed with the
SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which was
filed with the SEC on April 30, 2021, certain of its Quarterly
Reports on Form 10-Q and certain of its Current Reports filed on
Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
This communication contains “forward-looking statements” within
the Private Securities Litigation Reform Act of 1995. Any
statements contained in this communication that are not statements
of historical fact, including statements about the Company’s
ability to consummate the proposed transaction, the expected
benefits of the proposed transaction and the expected impact of the
coronavirus pandemic (COVID-19) on the Company's businesses may be
deemed to be forward-looking statements. All such forward-looking
statements are intended to provide management’s current
expectations for the future of the Company based on current
expectations and assumptions relating to the Company’s business,
the economy and other future conditions. Forward-looking statements
generally can be identified through the use of words such as
“believes,” “anticipates,” “may,” “should,” “will,” “plans,”
“projects,” “expects,” “expectations,” “estimates,” “forecasts,”
“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other
words of similar meaning in connection with the discussion of
future performance, plans, actions or events. Because
forward-looking statements relate to the future, they are subject
to inherent risks, uncertainties and changes in circumstances that
are difficult to predict. Such risks and uncertainties include,
among others: the failure to obtain the required vote of the
Company’s stockholders, the timing to consummate the proposed
transaction, the risk that a condition of closing of the proposed
transaction may not be satisfied or that the closing of the
proposed transaction might otherwise not occur, the risk that a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated, the diversion of management time on
transaction-related issues, risks related to disruption of
management time from ongoing business operations due to the
proposed transaction, the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of the common stock of the Company, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of the Company to retain customers and retain
and hire key personnel and maintain relationships with its
suppliers and customers, economic or political changes that affect
the markets that the Company’s businesses serve which could have an
effect on demand for the Company’s products and impact the
Company’s profitability, disruptions in the credit and financial
markets, including diminished liquidity and credit availability,
disruptions in the Company's businesses from the coronavirus
pandemic (COVID-19), cyber-security vulnerabilities, supply issues,
retention of key employees, and outcomes of legal proceedings,
claims and investigations, future changes, results of operations,
domestic spending by the onshore oil and natural gas industry,
continued volatility or future volatility in oil and natural gas
prices, deterioration in general economic conditions or a continued
weakening or future weakening of the broader energy industry,
federal, state and local regulation of hydraulic fracturing and
other oilfield service activities, as well as exploration and
production activities, including public pressure on governmental
bodies and regulatory agencies to regulate our industry, and the
price and availability of alternative fuels, equipment and energy
sources. Accordingly, actual results may differ materially from
those contemplated by these forward-looking statements. Investors,
therefore, are cautioned against relying on any of these
forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements
is available in the Company’s filings with the SEC, including the
risks and uncertainties identified in Part I, Item 1A - Risk
Factors of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020.
These forward-looking statements speak only as of the date of
this communication, and the Company does not assume any obligation
to update or revise any forward-looking statement made in this
communication or that may from time to time be made by or on behalf
of the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220107005458/en/
Lance Turner Chief Financial Officer 817-862-2000
Investors@FTSI.com
FTS (NYSE:FTSI)
過去 株価チャート
から 10 2024 まで 11 2024
FTS (NYSE:FTSI)
過去 株価チャート
から 11 2023 まで 11 2024
