FTSINC Item 8.01. Other Events
As previously disclosed,
On
The completion of the Merger remains subject to customary closing conditions, including the adoption of the Merger Agreement by the Company's stockholders (and, unless the Company has waived such condition, the adoption of the Merger Agreement by holders of a majority of the outstanding shares of common stock of the Company other than those held by Parent and its affiliates).
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 Parent. In connection with this proposed transaction, FTSI has
filed a proxy statement with the
Participants in Solicitation
The Company, Parent, 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
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
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 I 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
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 99.1 Press Release, datedJanuary 12, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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