Wednesday, April 08, 2015 11:03:06 AM
http://ih.advfn.com/p.php?pid=nmona&article=66283872&symbol=CVEO
"The board of directors believes that the Redomicile Transaction will improve our operational and financial flexibility and provide for a more efficient corporate structure to achieve our strategic and financial goals.
Immediately after the Redomicile Transaction, the number of common shares you will own in Civeo Canada (“Common Shares”) will be the same as the number of shares you held in Civeo US immediately prior to the Redomicile Transaction, and your relative economic interest in the Civeo group of companies will remain unchanged. After the Redomicile Transaction, Civeo Canada will continue to conduct the same businesses as the Civeo group of companies conducted prior to the Redomicile Transaction.
We expect the Common Shares to be listed on the New York Stock Exchange (“NYSE”) under the symbol “CVEO,” the same symbol under which your shares in Civeo US are currently listed and traded. Currently, there is no established public trading market for the Common Shares of Civeo Canada.
After the Redomicile Transaction, as we describe in this proxy statement/prospectus, your rights under British Columbia corporate law as a holder of Common Shares of Civeo Canada will differ from your current rights under Delaware corporate law as a holder of shares of Civeo US common stock. In addition, Civeo Canada’s proposed articles differ in some respects from Civeo US’s certificate of incorporation and bylaws, as further described in this proxy statement/prospectus.
Upon completion of the Redomicile Transaction, we will remain subject to the U.S. Securities and Exchange Commission’s reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable corporate governance rules of the NYSE, and we will continue to report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles. After the Redomicile Transaction, we must also comply with any additional reporting and governance requirements of applicable Canadian law.
Under U.S. federal income tax law, U.S. holders of shares of Civeo US common stock generally will recognize gain but not loss on the exchange of such shares for Common Shares of Civeo Canada in the Redomicile Transaction. Generally, Canadian resident holders of shares of Civeo US common stock will, for"
CVEO
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