WELLINGTON, Fla., July 24, 2020 (GLOBE NEWSWIRE) -- KLX Energy Services Holdings, Inc. (NASDAQ:KLXE), a leading U.S. onshore provider of mission critical oilfield services, announced that KLXE’s stockholders have approved the issuance of KLXE’s common stock in connection with the proposed merger of an indirect wholly owned subsidiary of KLXE with and into Quintana Energy Services Inc. (NYSE:QES) pursuant to an agreement and plan of merger, dated as of May 3, 2020, by and among QES, KLXE and two wholly owned subsidiaries of KLXE. The proposal to approve the stock issuance in connection with the proposed merger was passed by stockholders voting at KLXE’s annual meeting of stockholders held virtually on July 24, 2020. On that same day, the stockholders of QES voted to adopt the Merger Agreement.
At the KLXE Annual Meeting, in addition to the Stock Issuance Proposal, KLXE stockholders also (i) approved an amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of KLXE common stock at a ratio within a range of 1-for-5 and 1-for-10, as determined by KLXE’s Board of Directors (the “Reverse Stock Split Proposal”), (ii) did not approve an amendment to KLXE’s Long-Term Incentive Plan to increase the number of shares issuable thereunder, and to provide for an annual limit on the awards to non-employee directors, (iii) approved the election of two Class II Directors (Benjamin A. Hardesty and Stephen M. Ward, Jr.) to the Company’s Board of Directors for a three-year term (the “Director Election Proposal”), (iv) approved an amendment to the Company’s Employee Stock Purchase Plan to increase the number of shares issuable thereunder and (v) approved the annual ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent auditor for 2020. The KLXE stockholders also approved the adjournment of the Annual Meeting to solicit additional proxies for these proposals but no motion to adjourn the Annual Meeting was made because adjournment of the Annual Meeting was determined not to be necessary or appropriate. Other than the Stock Issuance Proposal, none of the other proposals voted on at the KLXE Annual Meeting are conditions to closing the merger under the Merger Agreement.
Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of both companies, QES stockholders will receive 0.4844 shares of KLXE common stock for each share of QES common stock (the “Exchange Ratio”), subject to adjustment as a result of the Reverse Stock Split Proposal. Upon closing, KLXE and QES stockholders will, respectively, own approximately 59% and 41% of the equity of the combined company on a fully diluted basis. The combined company will retain the KLX Energy Services corporate name, the listing will remain on Nasdaq under the ticker “KLXE” and the corporate headquarters will be moved to Houston, Texas.
The merger is expected to close on or about July 28, 2020, subject to the satisfaction of customary closing conditions.
A full description of the proposed merger is included in the Joint Proxy Statement/Prospectus dated June 29, 2020, as supplemented, which is available without charge through the Securities and Exchange Commission (“SEC”) website at www.sec.gov. You may also obtain copies of documents filed by KLXE with the SEC on KLXE’s Internet website at http://www.klxenergy.com under the tab “Investor Relations,” then under the tab “Reports & SEC Filings.”
Advisors
In connection with the merger, Goldman Sachs & Co. LLC served as exclusive financial advisor to KLXE and Freshfields Bruckhaus Deringer US LLP served as legal counsel.
About KLX Energy Services
KLX Energy Services is a leading U.S. onshore provider of mission critical oilfield services focused on completion, intervention and production activities for the most technically demanding wells. KLX Energy Services’ experienced and technically skilled personnel are supported by a broad portfolio of specialized tools and equipment, including innovative proprietary tools developed by the Company’s in-house R&D team. KLX Energy Services supports its customers on a 24/7 basis from over 40 service facilities located in the major onshore oil and gas producing regions of the United States.
