Nabors Energy Transition Corp. (NYSE: NETC, NETC.WS, NETC.U)
(“NETC”) and Vast Solar Pty Ltd. (“Vast”) today announced the
filing of a registration statement on Form F-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission
("SEC") in connection with their proposed business combination (the
“Business Combination”).
NETC and Vast announced a definitive business combination
agreement on February 14, 2023. Completion of the proposed Business
Combination is subject to customary closing conditions, including
the approval of NETC’s stockholders. Upon completion of the
Business Combination, Vast’s ordinary shares are expected to trade
on the NYSE under the ticker “VSTE”.
The Registration Statement includes a preliminary prospectus
with respect to Vast securities to be issued in connection with the
business combination and a preliminary proxy statement with respect
to the stockholder meeting of NETC to vote on, among other things,
the business combination. The transaction is expected to close in
the third quarter of 2023, subject to the Registration Statement
being declared effective by the SEC, along with regulatory and
shareholder approvals and the satisfaction of other customary
closing conditions.
A copy of the Registration Statement is available for review on
the SEC's website at www.sec.gov.
About Vast
Vast is a renewable energy company that has developed
concentrated solar power (CSP) systems to generate, store and
dispatch carbon free, utility-scale electricity, industrial heat,
and to enable the production of green fuels. Vast’s “CSP v3.0”
approach to CSP utilizes a proprietary, modular sodium loop to
efficiently capture and convert solar heat into these end products.
Visit www.vast.energy
About Nabors Energy Transition Corp.
Nabors Energy Transition Corp. (NYSE: NETC, NETC.WS, NETC.U) is
a blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or entities. NETC was formed to identify solutions,
opportunities, companies or technologies that focus on advancing
the energy transition; specifically, ones that facilitate, improve
or complement the reduction of carbon or greenhouse gas emissions
while satisfying growing energy consumption across markets
globally.
NETC is an affiliate of Nabors Industries Ltd. (“Nabors”), a
leading provider of advanced technology for the energy industry. By
leveraging its core competencies, particularly in drilling,
engineering, automation, data science and manufacturing, Nabors,
which owns the global industry’s largest fleet of land drilling
rigs and equipment, is committed to innovate the future of energy
and enable the transition to a lower-carbon world.
Important Information about the Business Combination and
Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed Business Combination, Vast has
filed the Registration Statement with the SEC, which includes (i) a
preliminary prospectus of Vast relating to the offer of securities
to be issued in connection with the proposed Business Combination
and (ii) a preliminary proxy statement of NETC to be distributed to
holders of NETC’s capital stock in connection with NETC’s
solicitation of proxies for the vote by NETC’s stockholders with
respect to the proposed Business Combination and other matters
described in the Registration Statement. NETC and Vast also plan to
file other documents with the SEC regarding the proposed Business
Combination. After the Registration Statement has been declared
effective by the SEC, a definitive proxy statement/prospectus will
be mailed to the stockholders of NETC. INVESTORS AND SECURITY
HOLDERS OF NETC AND VAST ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER
DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and other documents
containing important information about NETC and Vast once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov. In addition, the documents filed by
NETC may be obtained free of charge from NETC’s website at
www.nabors-etcorp.com or by written request to NETC at 515 West
Greens Road, Suite 1200, Houston, TX 77067.
Participants in the Solicitation
NETC, Nabors, Vast and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of NETC in connection with the
proposed Business Combination. Information about the directors and
executive officers of NETC is set forth in the Registration
Statement Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Registration Statement, the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed Business
Combination, NETC’s and Vast’s ability to consummate the proposed
Business Combination, the benefits of the proposed Business
Combination and NETC’s and Vast’s future financial performance
following the proposed Business Combination, as well as NETC’s and
Vast’s strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. When used
herein, including any oral statements made in connection herewith,
the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on NETC and Vast management’s
current expectations and assumptions about future events and are
based on currently available information as to the outcome and
timing of future events. Except as otherwise required by applicable
law, NETC and Vast disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. NETC and Vast caution you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control
of NETC and Vast. These risks include, but are not limited to,
general economic, financial, legal, political and business
conditions and changes in domestic and foreign markets; the
inability to complete the Business Combination or the convertible
debt and equity financings contemplated in connection with the
proposed Business Combination (the “Financing”) in a timely manner
or at all (including due to the failure to receive required
stockholder or shareholder, as applicable, approvals, or the
failure of other closing conditions such as the satisfaction of the
minimum trust account amount following redemptions by NETC’s public
stockholders and the receipt of certain governmental and regulatory
approvals), which may adversely affect the price of NETC’s
securities; the inability of the Business Combination to be
completed by NETC’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by NETC; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Business Combination or the Financing; the inability to recognize
the anticipated benefits of the proposed Business Combination; the
inability to obtain or maintain the listing of Vast’s shares on a
national exchange following the consummation of the proposed
Business Combination; costs related to the proposed Business
Combination; the risk that the proposed Business Combination
disrupts current plans and operations of Vast, business
relationships of Vast or Vast’s business generally as a result of
the announcement and consummation of the proposed Business
Combination; Vast’s ability to manage growth; Vast’s ability to
execute its business plan, including the completion of the Port
Augusta project, at all or in a timely manner and meet its
projections; potential disruption in Vast’s employee retention as a
result of the proposed Business Combination; potential litigation,
governmental or regulatory proceedings, investigations or inquiries
involving Vast or NETC, including in relation to the proposed
Business Combination; changes in applicable laws or regulations and
general economic and market conditions impacting demand for Vast’s
products and services. Additional risks are set forth in the
section titled "Risk Factors" in the Registration Statement and
other documents filed, or to be filed, by NETC and Vast with the
SEC. Should one or more of the risks or uncertainties described
herein and in any oral statements made in connection therewith
occur, or should underlying assumptions prove incorrect, actual
results and plans could differ materially from those expressed in
any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230518005701/en/
Vast
For Investors: Caldwell Bailey ICR, Inc. VastIR@icrinc.com
For Media: Matt Dallas ICR, Inc. VastPR@icrinc.com
Nabors Energy Transition Corp. Contacts
For Investors: William C. Conroy, CFA Vice President – Corporate
Development & Investor Relations William.conroy@nabors.com
For Media: Brian Brooks Senior Director, Corporate
Communications Brian.brooks@nabors.com
Nabors Energy Transition (NYSE:NETC)
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