Expro Ltd 10-Q for FY2026 Q3
Expro Ltd (XPRO)
About this 10-Q
Expro Ltd filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Expro acquired Enhanced Drilling for $209.3 million. It reported a net loss of $5,201 thousand for the three months ended September 30, 2026 and authorized up to $100.0 million of ordinary-share repurchases through December 31, 2027. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $439.94M
- up 6.9% from $411.36M a year earlier
- Net loss
- $5.2M
- compared with net income of $13.96M a year earlier
- Diluted EPS
- -$0.05
- compared with $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
1934
For the quarterly period ended
OR
the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission file number:
Expro Ltd
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of | (IRS Employer | |||
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | | Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 27, 2026, there were
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| Item 1. |
Financial Statements |
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| Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2026 and 2025 |
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| Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the Three and Nine Months Ended September 30, 2026 and 2025 |
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| Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 |
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| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2026 and 2025 | ||
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2026 and 2025 |
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| Notes to the Unaudited Condensed Consolidated Financial Statements |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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| Item 4. |
Controls and Procedures |
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| PART II. OTHER INFORMATION |
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| Item 1. |
Legal Proceedings |
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| Item 1A. |
Risk Factors |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 45 |
| Item 5. | Other Information |
45 |
| Item 6. |
Exhibits |
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| Signatures |
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Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of revenue, excluding depreciation and amortization expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expense, excluding depreciation and amortization expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation and amortization expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Merger and integration expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Severance and other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating cost and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Interest and finance expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) income before taxes and equity in income of joint ventures | ( | ) | ||||||||||||||
| Equity in income of joint ventures | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (Loss) earnings per common share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other comprehensive loss: | ||||||||||||||||
| Amortization of prior service credit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Income tax receivables | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Investments in joint ventures | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets | ||||||||
| Non-current accounts receivable, net | ||||||||
| Post-retirement benefits | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Income tax liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term borrowings | ||||||||
| Deferred tax liabilities, net | ||||||||
| Post-retirement benefits | ||||||||
| Non-current finance lease liabilities | ||||||||
| Non-current operating lease liabilities | ||||||||
| Uncertain tax positions | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Stockholders’ equity: | ||||||||
| Ordinary shares, $ nominal value, shares authorized, shares issued | ||||||||
| Common stock, € nominal value, shares authorized, shares issued | ||||||||
| Treasury stock (at cost) and shares | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Equity in income of joint ventures | ( | ) | ( | ) | ||||
| Stock-based compensation expense | ||||||||
| Elimination of unrealized loss on sales to joint ventures | ||||||||
| Changes in fair value of contingent consideration | ( | ) | ||||||
| Deferred taxes | ( | ) | ( | ) | ||||
| Unrealized foreign exchange loss (gain) | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Other liabilities | ||||||||
| Income taxes, net | ( | ) | ( | ) | ||||
| Dividends received from joint ventures | ||||||||
| Other | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Payment for acquisition of business, net of cash acquired | ( | ) | ||||||
| Proceeds from disposal of assets | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Release of (cash pledged for) collateral deposits, net | ( | ) | ||||||
| Proceeds from borrowings | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ( | ) | ||||
| Payment of withholding taxes on stock-based compensation plans | ( | ) | ( | ) | ||||
| Repayment of financed insurance premium | ( | ) | ( | ) | ||||
| Repayments of finance leases | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net (decrease) increase to cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||||||
| Common | Treasury | paid-in | comprehensive | Accumulated | stockholders’ | |||||||||||||||||||||||
| stock | Stock | capital | income | deficit | equity | |||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net Income | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common stock issued upon vesting of share-based awards | ||||||||||||||||||||||||||||
| Treasury shares withheld | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common stock issued upon vesting of share-based awards | ( | ) | ||||||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net Income | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common shares issued upon vesting of share-based awards | ||||||||||||||||||||||||||||
| Treasury shares withheld | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
Expro Ltd
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||||||
| Common Stock / | Treasury | paid-in | comprehensive | Accumulated | stockholders’ | |||||||||||||||||||||||
| Ordinary Shares | Stock | capital | income | deficit | equity | |||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common stock issued upon vesting of share-based awards | ||||||||||||||||||||||||||||
| Treasury stock issued upon vesting of share-based awards | ( | ) | ||||||||||||||||||||||||||
| Treasury shares withheld | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common stock issued upon vesting of share-based awards | ||||||||||||||||||||||||||||
| Treasury stock issued upon vesting of share-based awards | ( | ) | ||||||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Treasury shares withheld | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Common stock issued upon vesting of share-based awards | ||||||||||||||||||||||||||||
| Change in par value | - | ( | ) | |||||||||||||||||||||||||
| Treasury stock issued upon vesting of share-based awards | ( | ) | ||||||||||||||||||||||||||
| Treasury shares withheld | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Acquisition of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
| Business description |
With roots dating to 1938, Expro Ltd (the “Company,” “Expro,” “we,” “our” or “us”) is a global provider of energy services with operations in over
On July 13, 2026, Expro Ltd, a newly-formed Cayman Islands exempted company (“Expro Ltd”), became the new parent company of the Expro subsidiaries through a series of transactions (the “Redomicile”), including a cross-border legal merger whereby Expro Group Holdings N.V. merged with and into its subsidiary, Expro Luxembourg S.A., followed thereafter on the same day by a merger of Expro Luxembourg S.A. with and into Expro Ltd. Each outstanding share of common stock of Expro Group Holdings N.V. was automatically converted into one ordinary share of Expro Ltd. On July 14, 2026, the ordinary shares began trading on the NYSE under the existing ticker symbol "XPRO."
On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a stock repurchase program, pursuant to which the Company was authorized to acquire up to $
On October 26, 2026, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $
| 2. | Basis of presentation and significant accounting policies |
Basis of presentation
The unaudited condensed consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these unaudited condensed consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.
The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 19, 2026 (the “Annual Report”).
In the opinion of management, these unaudited condensed consolidated financial statements, which are prepared in accordance with the rules of the SEC and U.S. GAAP for interim financial reporting, included herein contain all adjustments necessary to present fairly our financial position as of September 30, 2026, the results of our operations for the three and nine months ended September 30, 2026 and 2025 and our cash flows for the nine months ended September 30, 2026 and 2025. Such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any other period.
The unaudited condensed consolidated financial statements have been prepared on an historical cost basis using the United States dollar (“$” or “U.S. dollar”) as the reporting currency.
The financial statements have been recast to reflect certain adjustments and reclassifications for presentation and analytical purposes. These adjustments have been made to provide a more consistent and meaningful representation of the Company's financial position and results of operations.
Significant accounting policies
Refer to Note 2 “Basis of presentation and significant accounting policies” of our consolidated financial statements as of and for the year ended December 31, 2025, which are included in our most recent Annual Report for a discussion of our significant accounting policies. There have been no material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended December 31, 2025.
Recent accounting pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense” (“ASU 2024-03”), which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures.
All other recently issued ASUs were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.
| 3. | Business combinations and dispositions |
Coretrax
On May 15, 2024 (“Coretrax Closing Date”), CTL UK Holdco Limited, a company incorporated and registered in England and Wales (“Coretrax”), was acquired (the “Coretrax Acquisition”), by our wholly owned subsidiary, Expro Holdings UK 3 Limited with an effective date of May 1, 2024. The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled Well Construction and Well Intervention & Integrity solutions.
We estimated the fair value of consideration for the Coretrax Acquisition to be $
The contingent consideration arrangement required the Company to pay the former owners of Coretrax additional consideration based on Expro’s stock price and foreign exchange rate movement during a period of up to 150 days following the Coretrax Closing Date. The fair value of the contingent consideration arrangement of $
In July 2024, the Company entered into a Deed of Amendment to the Stock Purchase Agreement with the sellers party thereto (the “Sellers”), pursuant to which, among other things, (i) all obligations relating to the true up payments and completion statement under the Stock Purchase Agreement were released and (ii) the escrow agent was instructed to (A) sell a sufficient number of escrow shares on behalf of the Sellers to generate proceeds of $
The Coretrax Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Business Combinations, applied the acquisition method of accounting to account for Coretrax’s assets acquired and liabilities assumed.
The following table sets forth the allocation of the Coretrax Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Coretrax Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):
| Initial allocation of the consideration | Measurement period adjustments | Final allocation of the consideration | |||||
| Cash and cash equivalents | $ | $ | - | $ | |||
| Accounts receivables, net | ( | ) | |||||
| Inventories | - | ||||||
| Other current assets | ( | ) | |||||
| Property, plant and equipment | (110 | ) | |||||
| Goodwill | |||||||
| Intangible assets | - | ||||||
| Operating lease right-of-use assets | - | ||||||
| Total assets | |||||||
| Accounts payable and accrued liabilities | - | ||||||
| Operating lease liabilities | - | ||||||
| Current tax liabilities | ( | ) | |||||
| Other current liabilities | |||||||
| Non-current tax liabilities | |||||||
| Deferred tax liabilities | ( | ) | |||||
| Non-current operating lease liabilities | - | ||||||
| Long-term borrowings | - | ||||||
| Total liabilities | |||||||
| Fair value of net assets acquired | $ | $ | ( | ) | $ | ||
The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the Coretrax Acquisition initially resulted in a goodwill of $
The intangible assets will be amortized on a straight-line basis over an estimated
The goodwill related to the Coretrax Acquisition consists largely of the synergies and economies of scale expected from the acquired technology and customer relationships and contracts. The goodwill is not subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.
Enhanced Drilling
On July 23, 2026 (“Enhanced Drilling Closing Date”), Norway-based Enhanced Well Technologies Group AS (“Enhanced Drilling”), a technology leader in managed pressure drilling solutions, was acquired (the "Enhanced Drilling Acquisition") by our wholly owned subsidiary, Expro Holdings UK 3 Limited.
We estimated the fair value of consideration for the Enhanced Drilling Acquisition to be $
The Enhanced Drilling Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has, in accordance with ASC 805, Business Combinations, applied the acquisition method of accounting to account for Enhanced Drilling’s assets acquired and liabilities assumed.
The following table sets forth the allocation of the Enhanced Drilling Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Enhanced Drilling Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):
| Amount | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivables, net | ||||
| Inventories | ||||
| Other current assets | ||||
| Property, plant and equipment | ||||
| Goodwill | ||||
| Intangible assets | ||||
| Operating lease right-of-use assets | ||||
| Total assets | ||||
| Accounts payable and accrued liabilities | ||||
| Operating lease liabilities | ||||
| Current tax liabilities | ||||
| Borrowings | ||||
| Other current liabilities | ||||
| Finance lease liabilities | ||||
| Deferred tax liabilities | ||||
| Non-current operating lease liabilities | ||||
| Total liabilities | ||||
| Fair value of net assets acquired | $ | |||
Due to the recency of the Enhanced Drilling Acquisition, these amounts, including the estimated fair values, are based on preliminary calculations and subject to change as our fair value estimates and assumptions are finalized during the measurement period. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table above. The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The cost approach was used to determine the fair value of property, plant and equipment.
The prepayments assumed in connection with the acquisition was $
The deferred revenue assumed in connection with the acquisition was $
The intangible assets will be amortized on a straight-line basis over an estimated
The goodwill related to the Enhanced Drilling Acquisition consists largely of the synergies and economies of scale expected from the acquired customer relationships and contracts. The goodwill is not subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.
Revenue and earnings of the acquirees
The results of operations for the Enhanced Drilling Acquisition since the Enhanced Drilling Closing Date have been included in our unaudited condensed consolidated financial statements for the three months and nine months ended September 30, 2026. The amount of revenue of Enhanced Drilling included in the accompanying unaudited condensed consolidated statements of operations was approximately $
Supplemental pro forma financial information
| 4. | Fair value measurements |
Recurring Basis
A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2026 and December 31, 2025, were as follows (in thousands):
| September 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Non-current accounts receivable, net | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration | ||||||||||||||||
| Long-term borrowings | ||||||||||||||||
| Finance lease liabilities | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Non-current accounts receivable, net | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration | ||||||||||||||||
| Long-term borrowings | ||||||||||||||||
| Finance lease liabilities | ||||||||||||||||
We have certain contingent consideration assets and liabilities related to acquisitions which are measured at fair value using Level 3 inputs. The amount of contingent consideration due from or due to the sellers is based on the achievement of agreed-upon financial performance metrics by the acquired company, as determined by the terms of the contingent consideration agreements with the sellers of each acquired company. We record a liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. After the date of acquisition, we update the original valuation to reflect the passage of time and current projections of future results of the acquired companies. Accretion of, and changes in the valuations of, contingent consideration are reported on the condensed consolidated statement of operations within “Severance and other expense”.
| 5. | Business segment reporting |
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our chief executive officer (“CEO”), in deciding how to allocate resources and assess performance. During the third quarter of 2026, we changed our internal organization and reporting structure to combine our prior two segments, Middle East and North Africa (“MENA”) and Asia-Pacific (“APAC”), into one operating segment Asia, Middle East and North Africa (“AMENA”). Accordingly, our operations were realigned into
| • | North and Latin America (“NLA”), |
| • | Europe and Sub-Saharan Africa (“ESSA”), and |
| • | Asia, Middle East and North Africa (“AMENA”). |
In conjunction with this change, certain prior period amounts have been recast to conform to this new segment reporting structure.
Each reportable segment provides products and services in well construction, well flow management, subsea well access and well intervention and integrity to operators within their respective geographic regions. The reportable segments are separately managed business units consistent with the way our CODM manages the business. Activity in each region may vary and may not be responsive to changes in the broader global oil and gas market, and demand for our various offerings will generally benefit all product lines in that region. Assets used in support of our operations can in many instances be moved from country to country within a region, with relative ease as compared to moving between regions, in order to address demand.
The accounting policies of the segments are the same as those described in Note 2 “Basis of presentation and significant accounting policies.”
Our CODM regularly evaluates the performance of our operating segments using Segment EBITDA, which we define as income (loss) before income taxes adjusted for corporate costs, equity in income of joint ventures, depreciation and amortization expense, impairment expense, severance and other expense, gain (loss) on disposal of assets, foreign exchange (gains) losses, merger and integration expense, other income (expenses), net, interest and finance expense, net and stock-based compensation expense.
The CODM uses Segment EBITDA to allocate resources (including employees, property and capital resources) to each segment predominantly in the annual budget and forecasting process. Our CODM assesses the performance using Segment EBITDA to compare the results of each segment with one another and considers budget-to-actual variances on a monthly basis. Our CODM also uses Segment EBITDA to evaluate product pricing and determine the compensation of certain employees.
The following tables present our revenue, significant segment expenses and Segment EBITDA disaggregated by our operating segments and reconciliation to income before income taxes (in thousands):
| Three Months Ended September 30, 2026 | ||||||||||||||||
| NLA | ESSA | AMENA | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Compensation and related cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of product, materials, and supplies | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Segment EBITDA | $ | $ | $ | $ | ||||||||||||
| Corporate costs (2) | ( | ) | ||||||||||||||
| Equity in income of joint ventures | ||||||||||||||||
| Depreciation and amortization expense | ( | ) | ||||||||||||||
| Merger and integration expense | ( | ) | ||||||||||||||
| Severance and other expense | ( | ) | ||||||||||||||
| Stock-based compensation expense | ( | ) | ||||||||||||||
| Foreign exchange loss | ( | ) | ||||||||||||||
| Other income, net | ||||||||||||||||
| Interest and finance expense, net | ( | ) | ||||||||||||||
| Income before income taxes | $ | |||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||
| NLA | ESSA | AMENA | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Compensation and related cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of product, materials, and supplies | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Segment EBITDA | $ | $ | $ | $ | ||||||||||||
| Corporate costs (2) | ( | ) | ||||||||||||||
| Equity in income of joint ventures | ||||||||||||||||
| Depreciation and amortization expense | ( | ) | ||||||||||||||
| Merger and integration expense | ( | ) | ||||||||||||||
| Severance and other expense | ( | ) | ||||||||||||||
| Stock-based compensation expense | ( | ) | ||||||||||||||
| Foreign exchange loss | ( | ) | ||||||||||||||
| Other income, net | ||||||||||||||||
| Interest and finance expense, net | ( | ) | ||||||||||||||
| Income before income taxes | $ | |||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||
| NLA | ESSA | AMENA | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Compensation and related cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of product, materials, and supplies | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Segment EBITDA | $ | $ | $ | $ | ||||||||||||
| Corporate costs (2) | ( | ) | ||||||||||||||
| Equity in income of joint ventures | ||||||||||||||||
| Depreciation and amortization expense | ( | ) | ||||||||||||||
| Merger and integration expense | ( | ) | ||||||||||||||
| Severance and other expense | ( | ) | ||||||||||||||
| Stock-based compensation expense | ( | ) | ||||||||||||||
| Foreign exchange loss | ( | ) | ||||||||||||||
| Other income, net | ||||||||||||||||
| Interest and finance expense, net | ( | ) | ||||||||||||||
| Income before income taxes | $ | |||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||
| NLA | ESSA | AMENA | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Compensation and related cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of product, materials, and supplies | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Segment EBITDA | $ | $ | $ | $ | ||||||||||||
| Corporate costs (2) | ( | ) | ||||||||||||||
| Equity in income of joint ventures | ||||||||||||||||
| Depreciation and amortization expense | ( | ) | ||||||||||||||
| Merger and integration expense | ( | ) | ||||||||||||||
| Severance and other expense | ( | ) | ||||||||||||||
| Stock-based compensation expense | ( | ) | ||||||||||||||
| Foreign exchange gain | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Interest and finance expense, net | ( | ) | ||||||||||||||
| Income before income taxes | $ | |||||||||||||||
| (1) | Other segment expenses consist primarily of facilities, sales and purchase tax, motor vehicles, insurance, professional and other costs. |
| (2) | Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. |
The following table presents total assets by geographic region and assets held centrally. Assets held centrally include certain property plant and equipment, investments in joint ventures, collateral deposits, income tax related balances, corporate cash and cash equivalents, accounts receivable and other current and non-current assets, which are not included in the measure of segment assets reviewed by the CODM:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| NLA | $ | $ | ||||||
| ESSA | ||||||||
| AMENA | ||||||||
| Assets held centrally | ||||||||
| Total | $ | $ | ||||||
The following table presents our capital expenditures disaggregated by our operating segments (in thousands):
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| NLA | $ | $ | ||||||
| ESSA | ||||||||
| AMENA | ||||||||
| Assets held centrally | ||||||||
| Total | $ | $ | ||||||
| 6. | Revenue |
Disaggregation of revenue
We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 “Business segment reporting,” as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities.
The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Well construction | $ | $ | $ | $ | ||||||||||||
| Well management | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Contract balances
We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customer’s payment, which results in the recognition of unbilled receivables and deferred revenue.
Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligation to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.
Contract balances consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade receivable, net (included within accounts receivable, net) | $ | $ | ||||||
| Unbilled receivables (included within accounts receivable, net) | $ | $ | ||||||
| Contract assets (included within accounts receivable, net) | $ | $ | ||||||
| Deferred revenue (included within other liabilities) | $ | $ | ||||||
Contract assets include unbilled amounts resulting from sales under our long-term construction-type contracts when revenue recognized exceeds the amount billed to the customer and right to payment is conditional or subject to completing a milestone, such as a phase of the project. Contract assets are not considered a significant financing component, as they are intended to protect the customer in the event that we do not perform our obligations under the contract. Contract assets are generally classified as current, as it is very unusual for us to have contract assets with a term of greater than one year. Our contract assets are reported in a net position on a contract-by-contract basis at the end of each reporting period.
The Company recognized revenue during the three and nine months ended September 30, 2026 of $
As of September 30, 2026, $
Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less and for our long-term contracts we have a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance completed to date. With respect to our long-term construction contracts, revenue allocated to remaining performance obligations is immaterial as of September 30, 2026.
| 7. | Income taxes |
For interim financial reporting, the annual tax rate is based on pre-tax income (loss) before equity in income of joint ventures. We have historically calculated the income tax expense/(benefit) during interim reporting periods by applying a full year estimated Annual Effective Tax Rate (“AETR”) to income (loss) before income taxes, excluding infrequent or unusual discrete items, for the reporting period. For the nine months ended September 30, 2026, we concluded, consistent with prior periods, that using an AETR would not provide a reliable estimate of income taxes due to the forecasting methodology used to project income (loss) before income taxes, resulting in significant changes in the estimated AETR. Thus, we concluded to use a discrete effective tax rate, which treats the year-to-date period as an annual period, to calculate income taxes for the nine months ended September 30, 2026.
Our effective tax rates were (
Our effective tax rate was driven primarily by lower profitability versus 2025 and the mix of taxable income across jurisdictions with different tax regimes, particularly in AMENA and ESSA and those subject to deemed profit taxes based on revenue.
Impact of the One Big Beautiful Bill Act (OBBBA)
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing various changes to the U.S. federal tax law. We did not experience a material impact from the OBBBA for the nine months ended September 30, 2026 or the fiscal year ended December 31, 2025.
| 8. | Investment in joint ventures |
We have investments in two joint venture companies, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL-Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a
The carrying value of our investment in joint ventures as of September 30, 2026, and December 31, 2025, was as follows (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| CETS | $ | $ | ||||||
| PVD-Expro | ||||||||
| Total | $ | $ | ||||||
| 9. | Accounts receivable, net |
Accounts receivable, net consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Expected credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Current | ||||||||
| Non – current | ||||||||
| Total | $ | $ | ||||||
| 10. | Inventories |
Inventories consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials, equipment spares and consumables | ||||||||
| Work-in-progress | ||||||||
| Total | $ | $ | ||||||
| 11. | Other assets and liabilities |
Other assets consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepayments | $ | $ | ||||||
| Value-added tax receivables | ||||||||
| Collateral deposits | ||||||||
| Deposits | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| Current | ||||||||
| Non – current | ||||||||
| Total | $ | $ | ||||||
Other liabilities consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Deferred revenue | $ | $ | ||||||
| Other tax and social security | ||||||||
| Provisions | ||||||||
| Contingent consideration liabilities | ||||||||
| End of service benefits | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| Current | ||||||||
| Non – current | ||||||||
| Total | $ | $ | ||||||
| 12. | Accounts payable and accrued liabilities |
Accounts payable and accrued liabilities consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts payable – trade | $ | $ | ||||||
| Payroll, vacation and other employee benefits | ||||||||
| Accruals for goods received not invoiced | ||||||||
| Other accrued liabilities | ||||||||
| Total | $ | $ | ||||||
| 13. | Property, plant and equipment, net |
Property, plant and equipment, net consisted of the following as of September 30, 2026, and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cost: | ||||||||
| Land | $ | $ | ||||||
| Land improvements | ||||||||
| Buildings and lease hold improvements | ||||||||
| Plant and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of September 30, 2026 and December 31, 2025 and included in amounts above is as follows (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cost: | ||||||||
| Buildings | $ | $ | ||||||
| Plant and equipment | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $
| 14. | Intangible assets, net |
The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | September 30, 2026 | ||||||||||||||||||||||||||
| Gross carrying amount | Accumulated impairment and amortization | Net book value | Gross carrying amount | Accumulated impairment and amortization | Net book value | Weighted average remaining life (years) | ||||||||||||||||||||||
| CR&C | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Trademarks | ( | ) | ( | ) | ||||||||||||||||||||||||
| Technology | ( | ) | ( | ) | ||||||||||||||||||||||||
| Software | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
Amortization expense for intangible assets was $
The following table summarizes the intangible assets which were acquired pursuant to the Acquisitions (in thousands):
| Acquired Fair Value | Weighted average life (years) | |||||||
| Coretrax: | ||||||||
| CR&C | $ | |||||||
| Trademarks | ||||||||
| Software | ||||||||
| Technology | - | |||||||
| Total | $ | |||||||
| Acquired Fair Value | Weighted average life (years) | |||||||
| Enhanced Drilling: | ||||||||
| CR&C | $ | |||||||
| Trademarks | ||||||||
| Technology | - | |||||||
| Total | $ | |||||||
| 15. | Goodwill |
During the third quarter of 2026, we reorganized our reportable segments. Refer to Note 5 "Business Segment Reporting" for detail. As a result, we now manage and report our operations through reportable segments which are also our reporting units. Our reporting units are NLA, ESSA, and AMENA.
The allocation of goodwill by operating segment as of September 30, 2026 and December 31, 2025 is as follows (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| NLA | $ | $ | ||||||
| ESSA | ||||||||
| MENA | ||||||||
| APAC | ||||||||
| AMENA | ||||||||
| Total | $ | $ | ||||||
The following table summarizes the goodwill by operating segment which were acquired pursuant to the Acquisitions (in thousands):
| Coretrax | Enhanced Drilling | |||||||
| NLA | $ | $ | ||||||
| ESSA | ||||||||
| MENA | ||||||||
| APAC | ||||||||
| Total | $ | $ | ||||||
| 16. | Interest bearing loans |
New Credit Facility
On July 23, 2025, the Company and certain subsidiaries entered into a new senior secured credit facility (the “New Credit Facility”) with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $
On May 8, 2026, the Company voluntarily cancelled the $
Proceeds from the revolving facility may be used for general corporate purposes, and proceeds from the bridge facility may be used for acquisitions, capital expenditures related to acquisitions, and related expenses.
The facility is jointly and severally guaranteed by certain subsidiaries and secured by first-priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least
Borrowings bear interest at a floating rate (subject to a
The agreement includes customary affirmative and negative covenants, including limitations on asset sales, indebtedness, investments, distributions, and affiliate transactions. Financial covenants require a minimum interest coverage ratio of and a total net leverage ratio cap of tested quarterly. Events of default include payment defaults, covenant breaches, misrepresentations, insolvency events, and revocation of guarantees. The agreement also contains cross-default provisions and requires prepayment in certain events such as asset sales, change of control, or illegality. We are in compliance with all our debt covenants as of September 30, 2026.
On July 13, 2026, Expro Ltd assumed the obligations of Expro Group Holdings N.V. under the New Credit Facility in connection with the Redomicile.
As of September 30, 2026, we had $
| 17. | Commitments and contingencies |
Commercial Commitments
During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $
Contingencies
Certain conditions may exist as of the date our unaudited condensed consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be reasonably estimated, then the estimated liability would be accrued in our unaudited condensed consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2026 and December 31, 2025. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.
| 18. | Post-retirement benefits |
Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Amortization of prior service credit | $ | $ | $ | $ | ||||||||||||
| Interest cost | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Expected return on plan assets | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company contributed $
Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income, net” in the unaudited condensed consolidated statements of operations.
| 19. | Earnings per share |
Basic earnings per share attributable to Company stockholders is calculated by dividing net income attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted earnings per share attributable to Company stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units, stock options and Employee Stock Purchase Program (“ESPP”) shares.
The calculation of basic and diluted earnings per share attributable to Company stockholders for the three and nine months ended September 30, 2026 and 2025, respectively, are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Basic weighted average number of shares outstanding | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Unvested restricted stock units | ||||||||||||||||
| ESPP shares | ||||||||||||||||
| Diluted weighted average number of shares outstanding | ||||||||||||||||
| Total basic (loss) earnings per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Total diluted (loss) earnings per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
For both the three and nine months ended September 30, 2026, approximately million outstanding equity awards were excluded from the computation of diluted loss per share as the effect would be anti-dilutive. For the three and nine months ended September 30, 2025, approximately
| 20. | Related party disclosures |
Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the three and nine months ended September 30, 2026, goods and services provided to related parties was $
Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was immaterial for three and nine months ended September 30, 2026, and less than $
Further, we received dividends from CETS totaling $
As of September 30, 2026 and December 31, 2025 amounts receivable from related parties were $
| 21. | Stock-based compensation |
Stock-based compensation expense relating to the Long-Term Incentive Plan (“LTIP”), including restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) for the three and nine months ended September 30, 2026 was $
During the nine months ended September 30, 2026,
During the three and nine months ended September 30, 2026 we recognized $
| 22. | Supplemental cash flow |
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes, net of refunds | $ | $ | ||||||
| Cash paid for interest, net | $ | $ | ||||||
| Change in accounts payable and accrued expenses related to capital expenditures | $ | $ | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. References herein to the “Company,” “Expro,” “we,” “our” or “us” refer to (i) Expro Ltd, a newly-formed Cayman Islands exempted company (“Expro Ltd”), following the Redomicile (as defined below) and (ii) Expro Group Holdings N.V. prior to the Redomicile, in each case, except where the context requires otherwise.
This section contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q and our Annual Report.
Overview of Business
Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality. With roots dating to 1938, we have approximately 7,000 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 60 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
| Well Construction |
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Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements. We offer advanced technology solutions in tubular running services, tubular products, cementing, drilling and wellbore cleanup. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars, and mitigating well integrity risks. We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions. We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems. |
| Well Management |
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| Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services: |
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Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact. We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well, including well testing during the exploration and appraisal phase of a new field; flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life. We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; flare reduction and other emissions management solutions; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. |
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Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well. We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTA”) and a range motion-compensating and other surface handling equipment. We also provide services and solutions through a rig-deployed Intervention Riser System (“IRS”) utilizing rigs owned by a third party and have capabilities for vessel-deployed services. In addition, we provide systems integration and project management services. |
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Well intervention and integrity: We provide well intervention solutions to acquire and interpret well data, maintain and restore well bore integrity and improve production. In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced and acquired a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; Galea™, an autonomous well intervention solution; and expandable casing patches designed to repair damaged production casing or isolate existing perforations prior to refracturing a well (a so called “patch and perf”). We also possess several other distinct technical capabilities, including fiber optic-enabled data acquisition and interpretation services, non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring. |
We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers.
We organize and manage our operations on a geographical basis. During the third quarter of 2026, we realigned organizational structure and combined two of our reportable segments (MENA and APAC) into one operating and reportable segment (AMENA). Refer to Note 5 “Business Segment Reporting” and Note 15 "Goodwill" for additional information. Our reporting structure and the key financial information used by our management team is organized around our three operating segments: (i) North and Latin America (“NLA”), (ii) Europe and Sub-Saharan Africa (“ESSA”), (iii) Asia, Middle East and North Africa (“AMENA”).
Redomicile Transaction
On July 13, 2026, Expro Ltd became the new parent company of the Expro group through a series of transactions (the “Redomicile”), including a cross-border legal merger whereby Expro Group Holdings N.V. merged with and into its subsidiary, Expro Luxembourg S.A., followed thereafter on the same day by a merger of Expro Luxembourg S.A. with and into Expro Ltd. Each outstanding share of common stock of Expro Group Holdings N.V. was automatically converted into one ordinary share of Expro Ltd. On July 14, 2026, the ordinary shares began trading on the NYSE under the existing ticker symbol "XPRO."
How We Generate Our Revenue
Our revenue is derived primarily from providing services in well construction, well flow management, subsea well access and well intervention and integrity to operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our contracts allow us to charge for additional deliverables, such as the costs of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products and services on behalf of our customers that are provided by third parties for which we are reimbursed with a mark-up or in connection with an integrated services contract. We also design, manufacture and sell equipment, which is typically done in connection with a related operations and maintenance arrangement with a particular customer. In addition, we also generate revenue from the sale of certain well construction products.
Market Conditions and Commodity Prices
The third quarter of 2026 was characterized by heightened geopolitical risk, tightening supply conditions, and stronger oil prices. Escalating tensions in the Middle East, including disruptions to regional production and shipping routes amid a failure of the previously signed Memorandum of Understanding, increased concerns around global energy security and reduced available supply to the market.
According to the Energy Information Administration (“EIA”), average daily liquid fuels demand increased by 3.1 million b/d in the third quarter compared to the previous quarter. The demand rebound was driven by September consumption as northern hemisphere regions build stocks for the upcoming winter months. However, demand still lagged the corresponding quarterly average from 2025 as demand destruction from elevated prices resulting from the Middle East conflict persists. Consumption is expected to average 102.4 million b/d for 2026 as a whole, down by 2.0 million b/d from the 2025 average as higher oil prices continue to weigh on demand through the final quarter and into 2027.
On the supply side, global liquid fuels production averaged around 101.3 million b/d in the third quarter, an increase of 4.8 million b/d compared to the previous quarter. The upward movement of supply came as oil exports from the Middle East increased, despite attacks on the critical bypass route of the Saudi Arabian East-West oil pipeline. Supplies are also increasing through the Strait of Hormuz as more ship owners are willing to risk the transit using ship-to-ship transfers off the Omani coast. The EIA expects oil flows from the Middle East to remain constrained through the fourth quarter, leading shut-in production to average 4.5 million b/d over the period. This will drive an overall average supply of 101.1 million b/d for 2026.
There are a number of market factors that have had, and may continue to have, an effect on our business, including:
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The market for energy services and our business is substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand. Changes in oil and gas prices impact customer willingness to spend on exploration and appraisal, development, production, and abandonment activities. The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects. |
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Activity related to gas and liquified natural gas (“LNG”) production (and associated asset development) continues to grow as demand outpaces supply and long-term energy security rises to the top of operators and government agendas. More broadly, the net-zero targets of many nations requires a transition to lower-carbon sources such as natural gas and LNG, resulting in increased investment in the production of the fuels. |
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International and offshore activity drives the majority growth throughout 2026. We also see an increased demand for services related to brownfield and production enhancement and infield development programs as operators strive to maximize their previous investments and maintain production with a lower carbon footprint. In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments. |
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Expro remains selective in pursuing low-carbon opportunities that support operators’ drive for increased sustainability in their hydrocarbon production, including early-stage carbon capture and storage and flare reduction. While the broader trend toward decarbonization continues, our customers focus remains on energy security and returns driven by their core hydrocarbon businesses. |
Outlook
Turning to the market outlook, the macro environment remains shaped by geopolitical uncertainty, particularly regarding ongoing tensions in the Middle East, which continue to influence energy markets, commodity pricing, and global trade flows. While volatility remains elevated, recent events have reinforced the strategic importance of energy security and dependable supply sources, prompting operators and governments to reassess supply chains and diversify investment across multiple regions.
From a supply and demand perspective, the market remains broadly constructive. While higher energy prices create some risk of demand destruction in selected end markets, long-term demand growth and the need to maintain security of supply continue to support investment across offshore and international markets. In response, operators are increasingly diversifying supply away from concentrated regions and toward the Atlantic Margin, including West Africa, the North Sea, the Gulf of America, and South America, strengthening the resilience of global energy supply chains.
Deepwater remains one of the most attractive areas for incremental upstream investment and is expected to capture a significant share of future capital allocation. This trend aligns closely with Expro’s core strengths and global footprint, as operators prioritize large, high-quality offshore developments that can deliver competitive returns and long-term production growth.
In gas markets, supply uncertainty has increased due to constraints on shipping routes through the Strait of Hormuz and broader geopolitical risks. As a result, investment is increasingly shifting toward LNG and gas developments in alternative supply basins, including Africa, the Gulf of America, and U.S. onshore markets, creating new opportunities for Expro across the energy value chain.
While commodity prices remain supportive and a strong pipeline of offshore developments and gas-related projects provides visibility for future activity, operators have largely resisted a return to the spending patterns seen in previous cycles. Capital discipline remains a defining industry characteristic, with companies prioritizing shareholder returns and debt reduction while selectively investing in projects that meet stringent economic thresholds. This discipline translates into continued pricing pressure on service providers, alongside demands for greater efficiency and lower overall project costs.
Even within this disciplined environment, industry investment remains healthy, with offshore activity continuing to lead growth. Global offshore upstream investments are expected to increase by approximately 3% in 2026 compared with the prior year. Project sanctioning activity also remains robust, led by developments in Sub-Saharan Africa and Southeast Asia, helping sustain a healthy pipeline of future work as operators seek to replenish reserves and strengthen long-term supply portfolios.
Looking further ahead, the outlook remains favorable through the end of the decade. Both offshore and international onshore markets are expected to deliver steady growth, while producers continue to focus on recovery optimization, production enhancement, and faster execution rather than rig-led expansion. This growing emphasis on operational efficiency and brownfield optimization represents a significant opportunity for Expro, given our differentiated technologies and expertise in maximizing production performance from existing assets.
Together, these market trends reinforce Expro’s position in the most resilient and growing segments of the upstream industry, with deepwater investment, LNG expansion, project sanctioning activity, and increasing demand for production optimization expected to support sustainable growth opportunities across our global portfolio.
How We Evaluate Our Operations
We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
Revenue: We analyze our performance by comparing actual monthly revenue by operating segments and areas of capabilities to our internal projections for each month. Our revenue is primarily derived from well construction, well flow management, subsea well access and well intervention and integrity solutions.
Segment EBITDA: We use Segment EBITDA to assess the performance and compare the results of each segment with one another and consider budget-to-actual variances on a monthly basis. Segment EBITDA excludes non-cash charges and corporate transactions not related to the operating activities of our segments and allows more meaningful analysis of the trends and performance of our segments.
Adjusted EBITDA: We regularly evaluate our financial performance using Adjusted EBITDA. Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.
Adjusted EBITDA is a non-GAAP financial measure. Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP.
Executive Overview
Three months ended September 30, 2026, compared to three months ended June 30, 2026
Certain highlights of our financial results include:
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Revenue for the three months ended September 30, 2026, increased by $46.8 million, or 11.9%, to $439.9 million, compared to $393.2 million for the three months ended June 30, 2026. The increase in revenue was primarily due to the acquisition of Enhanced Drilling during the third quarter of 2026. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” |
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We reported net loss for the three months ended September 30, 2026, of $5.2 million, a change of $7.2 million, as compared to net income of $2.0 million for the three months ended June 30, 2026. Net loss margin was (1.2)% for the three months ended September 30, 2026, compared to net income margin of 0.5% for the three months ended June 30, 2026. The change was primarily driven by increase in severance and other expenses of $6.2 million, merger and integration expenses of $6.4 million, interest and finance expenses of $3.1 million, increase in depreciation and amortization expense of $7.5 million, partially offset by an improvement in Adjusted EBITDA of $15.2 million. |
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Adjusted EBITDA for the three months ended September 30, 2026, increased by $15.2 million, or 19.9%, to $91.2 million from $76.0 million for the three months ended June 30, 2026. Adjusted EBITDA margin was 20.7% for the three months ended September 30, 2026, up compared to 19.3% for the three months ended June 30, 2026. The increase in Adjusted EBITDA was primarily due to higher revenue following the Enhanced Drilling Acquisition. |
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| • | Net cash provided by operating activities for the three months ended September 30, 2026, was $65.0 million, as compared to net cash provided by operating activities of $81.5 million for the three months ended June 30, 2026. The decrease was primarily driven by unfavorable working capital changes, higher income tax payments during the three months ended September 30, 2026, partially offset by an increase in Adjusted EBITDA. |
Nine months ended September 30, 2026, compared to nine months ended September 30, 2025
Certain highlights of our financial results include:
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Revenue for the nine months ended September 30, 2026, decreased by $24.3 million, or 2.0%, to $1,200.7 million, compared to $1,225.0 million for the nine months ended September 30, 2025. The decrease in revenue was primarily driven by lower activity levels across the AMENA and NLA regions, partially offset by higher revenue in ESSA region and contribution from Enhanced Drilling Acquisition during the third quarter of 2026. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” |
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We reported net loss for the nine months ended September 30, 2026, of $4.2 million, a decrease of $50.1 million, or 109.2%, as compared to net income of $45.9 million for the nine months ended September 30, 2025. Net loss margin was (0.4)% for the nine months ended September 30, 2026, compared to net income margin of 3.7% for the nine months ended September 30, 2025. The decrease was primarily driven by a $34.5 million decline in Adjusted EBITDA, increase in merger and integration expenses of $8.6 million, increase in depreciation and amortization expense of $6.1 million, and unfavorable foreign exchange impact of $3.9 million resulting in higher expenses. |
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Adjusted EBITDA for the nine months ended September 30, 2026, decreased by $34.5 million, or 13.0%, to $230.2 million from $264.7 million for the nine months ended September 30, 2025. Adjusted EBITDA margin was 19.2% for the nine months ended September 30, 2026, down compared to 21.6% for the nine months ended September 30, 2025. The decrease in Adjusted EBITDA was primarily due to lower revenue and less favorable activity mix. |
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| • | Net cash provided by operating activities for the nine months ended September 30, 2026, was $171.7 million, as compared to net cash provided by operating activities of $153.1 million for the nine months ended September 30, 2025. The increase was primarily driven by a favorable movement in working capital and during the nine months ended September 30, 2026 as compared to nine months ended September 30, 2025, partially offset by lower Adjusted EBITDA. |
Non-GAAP Financial Measures
We include in this Form 10-Q the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin. We provide reconciliations of net income, the most directly comparable financial performance measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
Adjusted EBITDA and Adjusted EBITDA margin are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others. These non-GAAP financial measures allow our management and others to assess our financial and operating performance as compared to those of other companies in our industry, without regard to the effects of our capital structure, asset base, items outside the control of management and other charges outside the normal course of business.
We define Adjusted EBITDA as net income (loss) adjusted for (a) income tax expense (benefit), (b) depreciation and amortization expense, (c) impairment expense, (d) severance and other expense, net, (e) stock-based compensation expense, (f) merger and integration expense, (g) gain on disposal of assets, (h) other income (expense), net, (i) interest and finance (income) expense, net and (j) foreign exchange (gain) loss. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following table presents a reconciliation of net (loss) income to Adjusted EBITDA for each of the three and nine months presented (in thousands):
| Three Months Ended |
Nine Months Ended |
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| September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2025 |
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| Net (loss) income |
$ | (5,201 | ) | $ | 2,028 | $ | (4,207 | ) | $ | 45,914 | ||||||
| Income tax expense |
$ | 10,203 | $ | 8,152 | $ | 24,572 | $ | 27,048 | ||||||||
| Depreciation and amortization expense |
53,279 | 45,792 | 144,466 | 138,332 | ||||||||||||
| Severance and other expense |
8,769 | 2,572 | 14,567 | 18,575 | ||||||||||||
| Merger and integration expense |
9,994 | 3,634 | 13,916 | 5,300 | ||||||||||||
| Other (income) expense, net (1) |
(629 | ) | 242 | (734 | ) | (2,458 | ) | |||||||||
| Stock-based compensation expense |
8,183 | 9,560 | 25,017 | 21,483 | ||||||||||||
| Foreign exchange loss (gain) |
811 | 1,351 | 2,501 | (1,379 | ) | |||||||||||
| Interest and finance expense, net |
5,802 | 2,712 | 10,065 | 11,836 | ||||||||||||
| Adjusted EBITDA |
$ | 91,211 | $ | 76,043 | $ | 230,163 | $ | 264,651 | ||||||||
| Net (loss) income margin |
(1.2 | )% | 0.5 | % | (0.4 | )% | 3.7 | % | ||||||||
| Adjusted EBITDA margin |
20.7 | % | 19.3 | % | 19.2 | % | 21.6 | % | ||||||||
| (1) |
Other (income) expense, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business. |
Results of Operations
Operating Segment Results
We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “Business segment reporting” in our consolidated financial statements. We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments.
The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the periods presented (in thousands):
| Three Months Ended |
Percentage |
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| September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
June 30, 2026 |
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| NLA |
$ | 155,286 | $ | 129,287 | 35.3 | % | 32.9 | % | ||||||||
| ESSA |
148,510 | 126,687 | 33.8 | % | 32.2 | % | ||||||||||
| AMENA |
136,147 | 137,208 | 30.9 | % | 34.9 | % | ||||||||||
| Total Revenue |
$ | 439,943 | $ | 393,182 | 100.0 | % | 100.0 | % | ||||||||
| Nine Months Ended |
Percentage |
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| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
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| NLA |
$ | 412,756 | $ | 427,728 | 34.4 | % | 34.9 | % | ||||||||
| ESSA |
389,116 | 370,578 | 32.4 | % | 30.3 | % | ||||||||||
| AMENA |
398,826 | 426,662 | 33.2 | % | 34.8 | % | ||||||||||
| Total Revenue |
$ | 1,200,698 | $ | 1,224,968 | 100.0 | % | 100.0 | % | ||||||||
The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the periods presented (in thousands):
| Three Months Ended |
Segment EBITDA Margin |
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| September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
June 30, 2026 |
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| NLA |
$ | 35,715 | $ | 26,082 | 23.0 | % | 20.2 | % | ||||||||
| ESSA |
38,069 | 34,071 | 25.6 | % | 26.9 | % | ||||||||||
| AMENA |
41,413 | 41,257 | 30.4 | % | 30.1 | % | ||||||||||
| Total Segment EBITDA |
115,197 | 101,410 | ||||||||||||||
| Corporate costs (1) |
(29,282 | ) | (28,130 | ) | ||||||||||||
| Equity in income of joint ventures |
5,296 | 2,763 | ||||||||||||||
| Depreciation and amortization expense |
(53,279 | ) | (45,792 | ) | ||||||||||||
| Merger and integration expense |
(9,994 | ) | (3,634 | ) | ||||||||||||
| Severance and other expense |
(8,769 | ) | (2,572 | ) | ||||||||||||
| Stock-based compensation expense |
(8,183 | ) | (9,560 | ) | ||||||||||||
| Foreign exchange loss |
(811 | ) | (1,351 | ) | ||||||||||||
| Other income (expense), net |
629 | (242 | ) | |||||||||||||
| Interest and finance expense, net |
(5,802 | ) | (2,712 | ) | ||||||||||||
| Income before income taxes |
$ | 5,002 | $ | 10,180 | ||||||||||||
| Nine Months Ended |
Segment EBITDA Margin |
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| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
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| NLA |
$ | 87,734 | $ | 101,136 | 21.3 | % | 23.6 | % | ||||||||
| ESSA |
103,645 | 109,326 | 26.6 | % | 29.5 | % | ||||||||||
| AMENA |
113,433 | 132,306 | 28.4 | % | 31.0 | % | ||||||||||
| Total Segment EBITDA |
304,812 | 342,768 | ||||||||||||||
| Corporate costs (1) |
(85,939 | ) | (91,115 | ) | ||||||||||||
| Equity in income of joint ventures |
11,290 | 12,998 | ||||||||||||||
| Depreciation and amortization expense |
(144,466 | ) | (138,332 | ) | ||||||||||||
| Merger and integration expense |
(13,916 | ) | (5,300 | ) | ||||||||||||
| Severance and other expense |
(14,567 | ) | (18,575 | ) | ||||||||||||
| Stock-based compensation expense |
(25,017 | ) | (21,483 | ) | ||||||||||||
| Foreign exchange (loss) gain |
(2,501 | ) | 1,379 | |||||||||||||
| Other income, net |
734 | 2,458 | ||||||||||||||
| Interest and finance expense, net |
(10,065 | ) | (11,836 | ) | ||||||||||||
| Income before income taxes |
$ | 20,365 | $ | 72,962 | ||||||||||||
| (1) | Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments, including research, engineering and development, logistics, sales and marketing and health and safety and are not attributable to a particular operating segment. |
Three months ended September 30, 2026 compared to three months ended June 30, 2026
NLA
Revenue for the NLA segment was $155.3 million for the three months ended September 30, 2026, an increase of $26.0 million, or 20.1%, compared to $129.3 million for the three months ended June 30, 2026. The increase was primarily driven by the Enhanced Drilling Acquisition, higher well construction revenue in the U.S., Brazil and Suriname, higher well flow management revenue in Caribbean and Mexico, increased subsea well access activities in the U.S., partially offset by lower well flow management revenue in the U.S.
Segment EBITDA for the NLA segment was $35.7 million, or 23.0% of revenues, during the three months ended September 30, 2026, an increase of $9.6 million, or 36.9%, compared to $26.1 million, or 20.2%, of revenues during the three months ended June 30, 2026. The marginal increase in Segment EBITDA was primarily attributable to increase in revenue.
ESSA
Revenue for the ESSA segment was $148.5 million for the three months ended September 30, 2026, an increase of $21.8 million, or 17.2%, compared to $126.7 million for the three months ended June 30, 2026. The increase in revenue was primarily attributable to the Enhanced Drilling Acquisition, higher well construction management activities in Ivory Coast, Norway and Azerbaijan and increased subsea well access activities in Ghana. These increases were partially offset by lower well flow management revenue in the United Kingdom and reduced subsea well access activities in the United Kingdom and Norway.
Segment EBITDA for the ESSA segment was $38.1 million, or 25.6% of revenues, for the three months ended September 30, 2026, an increase of $4.0 million, or 11.7%, compared to $34.1 million, or 26.9% of revenues, for the three months ended June 30, 2026. The increase in Segment EBITDA, was primarily attributable to higher revenue, partially offset by a slight decrease in segment EBITDA margin due to reduced work on higher margin projects.
AMENA
Revenue for the AMENA segment was $136.1 million for the three months ended September 30, 2026, a decrease of $1.1 million, or 0.8%, compared to $137.2 million for the three months ended June 30, 2026. The decrease in revenue was primarily attributable to lower well flow management revenue in Saudi Arabia and reduced subsea access activities in Malaysia, partially offset by higher well flow management revenue in India and higher well construction revenue in Saudi Arabia.
Segment EBITDA for the AMENA segment was $41.4 million, or 30.4% of revenues, for the three months ended September 30, 2026, an increase of $0.2 million, or 0.4%, compared to $41.3 million, or 30.1% of revenues, for the three months ended June 30, 2026. The slight increase in Segment EBITDA and Segment EBITDA margin is consistent with the favorable activity mix.
Depreciation and amortization expense
Depreciation and amortization expenses for the three months ended September 30, 2026 increase by $7.5 million, to $53.3 million as compared to $45.8 million for the three months ended June 30, 2026. The increase was primarily attributable to an increase in depreciable asset base due to Enhanced Drilling Acquisition during the three months ended September 30, 2026.
Merger and integration expense
Merger and integration expenses for the three months ended September 30, 2026 increase by $6.4 million, to $10.0 million as compared to $3.6 million for the three months ended June 30, 2026. The increase was primarily attributable to professional costs incurred in connection with the Enhanced Drilling Acquisition during the three months ended September 30, 2026.
Severance and other expense
Severance and other expense for the three months ended September 30, 2026 increased by $6.2 million, or 240.9%, to $8.8 million as compared to $2.6 million for the three months ended June 30, 2026. The increase in severance and other expense was primarily attributable to an increase in restructuring costs across all regions, partially offset by a favorable valuation adjustment of contingent consideration.
Interest and finance expense, net
Interest and finance expense, net for the three months ended September 30, 2026 increased by $3.0 million or 113.9%, to $5.8 million as compared to $2.7 million for the three months ended June 30, 2026. The increase was primarily attributable to higher interest expense resulting from borrowings under the Revolving Credit Facility during the third quarter of 2026 in connection with the Enhanced Drilling Acquisition.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
NLA
Revenue for the NLA segment was $412.8 million for the nine months ended September 30, 2026, a decrease of $15.0 million, or 3.5%, compared to $427.7 million for the nine months ended September 30, 2025. The decrease in revenue was primarily driven by lower revenue in the U.S. across subsea well access activities and well flow management, lower well construction revenue in Guyana and lower well integration revenue in the U.S. and Brazil, partially offset by higher well flow management revenue in Mexico and higher well integration revenue in Argentina, as well as contribution from Enhanced Drilling Acquisition during the third quarter of 2026.
Segment EBITDA for the NLA segment was $87.7 million, or 21.3% of revenues, during the nine months ended September 30, 2026, a decrease of $13.4 million, or 13.3%, compared to $101.1 million, or 23.6%, of revenues during the nine months ended September 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to the decrease in revenue and a less favorable activity mix.
ESSA
Revenue for the ESSA segment was $389.1 million for the nine months ended September 30, 2026, an increase of $18.5 million, or 5.0%, compared to $370.6 million for the nine months ended September 30, 2025. The increase in revenue was primarily driven by Enhanced Drilling Acquisition, higher well construction revenue in Ivory Coast, Azerbaijan and Norway, higher well flow management revenue in Norway and higher well integration revenue in the Netherlands and the United Kingdom, partially offset by lower subsea access activities in Congo and Ivory Coast, lower well construction revenue in Cyprus and Equatorial Guinea and lower well flow management revenue in Angola.
Segment EBITDA for the ESSA segment was $103.6 million, or 26.6% of revenues, for the nine months ended September 30, 2026, a decrease of $5.7 million, or 5.2%, compared to $109.3 million, or 29.5% of revenues, for the nine months ended September 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to the decrease in activities.
AMENA
Revenue for the AMENA segment was $398.8 million for the nine months ended September 30, 2026, a decrease of $27.8 million, or 6.5%, compared to $426.7 million for the nine months ended September 30, 2025. The decrease in revenue was primarily driven by lower well integration revenue and lower subsea well access activities in Australia, lower well construction revenue in Saudi Arabia, partially offset by higher well construction revenue in Egypt and higher well flow management revenue in United Arab Emirates.
Segment EBITDA for the AMENA segment was $113.4 million, or 28.4% of revenues, for the nine months ended September 30, 2026, a decrease of $18.9 million, or 14.3%, compared to $132.3 million, or 31.0% of revenues, for the nine months ended September 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily due to less activities in the region and a less favorable mix.
Corporate costs
Corporate costs for the nine months ended September 30, 2026 was $85.9 million as compared to $91.1 million for the nine months ended September 30, 2025. The decrease is primarily attributable to cost savings initiatives and other cost reduction measures.
Depreciation and amortization expense
Depreciation and amortization expenses for the nine months ended September 30, 2026 increase by $6.1 million, to $144.5 million as compared to $138.3 million for the nine months ended September 30, 2025. The increase was primarily attributable to an increase in depreciable asset base due to Enhanced Drilling Acquisition during the nine months ended September 30, 2026.
Merger and integration expense
Merger and integration expenses for the nine months ended September 30, 2026 increase by $8.6 million, to $13.9 million as compared to $5.3 million for the nine months ended September 30, 2025. The increase was primarily attributable to professional costs incurred in connection with the Enhanced Drilling Acquisition during the nine months ended September 30, 2026.
Severance and other expense
Severance and other expense for the nine months ended September 30, 2026 decreased by $4.0 million, or 21.6%, to $14.6 million as compared to $18.6 million for the nine months ended September 30, 2025. The decrease in severance and other expense was primarily attributable to a favorable valuation adjustment of contingent consideration, partially offset by an increase in restructuring costs across all regions.
Stock-based compensation expense
Stock-based compensation expense for the nine months ended September 30, 2026 increased by $3.5 million or 16.5%, to $25.0 million as compared to $21.5 million for the nine months ended September 30, 2025. The increase was primarily attributable to stock-based compensation awarded in the annual LTIP grant cycle which contributed to higher expense during the nine months of 2026.
Foreign exchange (loss) gain
Foreign exchange loss for the nine months ended September 30, 2026 was $2.5 million as compared to foreign exchange gain of $1.4 million for the nine months ended September 30, 2025. The change was primarily attributable to unfavorable changes in various exchange rates and higher activity in jurisdictions with local currencies that appreciated related to U.S. dollar.
Liquidity and Capital Resources
Liquidity
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. As of September 30, 2026, total available liquidity was $259.5 million, including $172.5 million of cash and cash equivalents and restricted cash and $87.0 million available for borrowings under our Facility Agreement (as defined below). Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. Our primary sources of liquidity have been cash flows from operations. Our primary uses of capital have been for capital expenditures, acquisitions and repurchases of company stock. We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements.
Our total capital expenditures are estimated to range between $21.6 million and $31.6 million for the remaining three months of 2026. Our total capital expenditures were $88.4 million for the nine months ended September 30, 2026, of which approximately 90% were used for the purchase and manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.
On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company was authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the “Stock Repurchase Program”). On July 13, 2026, the remaining authorization under the Stock Repurchase Program was approved by Expro Ltd's Board of Directors. Under the Stock Repurchase Program, Expro Ltd may repurchase the Company’s ordinary shares in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements and the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular number of ordinary shares, and it could be modified, suspended or discontinued at any time. During the nine months ended September 30, 2026, the Company repurchased approximately 3.1 million shares at an average price of $15.99 per share, for a total cost of approximately $49.1 million. During the nine months ended September 30, 2025, the Company repurchased approximately 3.7 million shares at an average price of $10.81 per share, for a total cost of approximately $40.1 million.
Credit Facility
New Credit Facility
On July 23, 2025, the Company and certain of its subsidiaries, including Exploration and Production Services (Holdings) Limited and Expro Holdings U.S. Inc., as borrowers, entered into a senior secured revolving credit facility (the “New Credit Facility”) by and among, inter alia, DNB Bank ASA, London Branch, as agent, and other lenders, in an initial aggregate principal amount of up to $500 million, of which up to $400 million is available as revolving facility loans and up to $100 million is available as term bridge loans. Proceeds of the revolving facility under the Facility Agreement may be used for general corporate and working capital purposes. Proceeds of the bridge facility under the Facility Agreement may be used for acquisitions and investments and capital expenditure in relation to acquisitions and fees, costs and expenses in connection with the foregoing. The Facility Agreement replaces the Company’s prior senior secured revolving credit facility entered into on October 1, 2021 and as amended and restated pursuant to an amendment and restatement agreement on October 6, 2023 (the “Prior Facility Agreement”). The maturity date of the New Credit Facility is July 30, 2029.
On May 8, 2026, the Company voluntarily cancelled the $100 million 364-day term bridge loans, and increased the New Credit Facility by $50 million, for an aggregate principal amount of up to $450 million. All material terms, including maturity, covenants, and pricing remain unchanged.
On July 13, 2026, Expro Ltd assumed the obligations of Expro Group Holdings N.V. under the New Credit Facility in connection with the Redomicile.
As of September 30, 2026, we had $259.1 million of long-term borrowings outstanding under the New Credit Facility.
Please see Note 16 “Interest bearing loans” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.
Cash flow from operating, investing and financing activities
Cash flows from our operations, investing and financing activities are summarized below (in thousands):
| Nine Months Ended |
||||||||
| September 30, 2026 |
September 30, 2025 |
|||||||
| Net cash provided by operating activities |
$ | 171,725 | $ | 153,101 | ||||
| Net cash used in investing activities |
(283,576 | ) | (73,512 | ) | ||||
| Net cash provided by (used in) financing activities |
89,896 | (72,053 | ) | |||||
| Effect of exchange rate changes on cash activities |
(3,010 | ) | 6,421 | |||||
| Net (decrease) increase to cash and cash equivalents and restricted cash |
$ | (24,965 | ) | $ | 13,957 | |||
Analysis of cash flow changes between the nine months ended September 30, 2026 and September 30, 2025
Net cash provided by operating activities
Net cash provided by operating activities for the nine months ended September 30, 2026, was $171.7 million, as compared to net cash provided by operating activities of $153.1 million for the nine months ended September 30, 2025. The increase was primarily driven by a favorable movement in working capital during the nine months ended September 30, 2026 as compared to nine months ended September 30, 2025, partially offset by lower Adjusted EBITDA.
Net cash used in investing activities
Net cash used in investing activities was $283.6 million during the nine months ended September 30, 2026, as compared to $73.5 million during the nine months ended September 30, 2025, an increase of $210.1 million. The increase in net cash used in investing activities was primarily driven by a net cash outflow of $195.2 million for the Enhanced Drilling Acquisition during the nine months ended September 30, 2026, as well as a $9.9 million increase in capital expenditures.
Net cash provided by (used in) financing activities
Net cash provided by financing activities was $89.9 million during the nine months ended September 30, 2026, as compared to net cash used in financing activities of $72.1 million during the nine months ended September 30, 2025. The increase of $161.9 million in net cash provided by financing activities is primarily driven by net proceeds from borrowings of $169.0 million, partially offset by a $9.0 million increase in common stock repurchases.
New accounting pronouncements
See Note 2 “Basis of presentation and significant accounting policies” in our unaudited condensed consolidated financial statements under the heading “Recent accounting pronouncements.”
Critical accounting policies and estimates
There were no changes to our critical accounting policies and estimates from those disclosed in our Annual Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:
| • | the expected effects and benefits of the Redomicile; | |
| • | our business strategy and prospects for growth; |
| • | our cash flows and liquidity; |
| • | our financial strategy, budget, projections and operating results; |
| • | the amount and timing of any future share repurchases; |
| • | the amount, nature and timing of capital expenditures; |
| • | the availability and terms of capital; |
| • | the exploration, development and production activities of our customers; |
| • | the market for our existing and future products and services; |
| • | competition and government regulations; and |
| • | general economic and political conditions, including political tensions, conflicts and war (such as the ongoing Russian war in Ukraine and heightened tensions resulting from the ongoing conflicts in the Middle East). |
These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “goal,” “plan,” “intend,” “potential,” “predict,” “project,” “may,” “outlook,” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:
| • | our ability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Redomicile; | |
| • | continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; |
| • | uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; | |
| • | the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; |
| • | unique risks associated with our offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed); |
| • | political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC+ and non-OPEC+ nations with respect to production levels and the effects thereof; | |
| • | our ability to develop new technologies and products and protect our intellectual property rights; |
| • | our ability to attract, train and retain key employees and other qualified personnel; |
| • | operational safety laws and regulations; |
| • | international trade laws, tariffs and sanctions; |
| • | severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); |
| • | policy or regulatory changes; | |
| • | the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and |
| • | perception related to our environmental, social and governance (“ESG”) performance as well as current and future ESG reporting requirements. |
These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item 1A of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report, (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report. Our exposure to market risk has not changed materially since December 31, 2025.
Item 4. Controls and Procedures
| a) |
Evaluation of Disclosure Controls and Procedures |
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the three months covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon our evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.
| b) |
Change in Internal Control Over Financial Reporting |
As of September 30, 2026, management has concluded that there have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Please see Note 17 “Commitments and contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements.
In addition to the other information set forth in this report, you should carefully consider the risks discussed under the heading “Risk Factors” in our Annual Report and our Quarterly Report on Form 10-Q for the three months ended June 30, 2026 and March 31, 2026, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Following is a summary of repurchases of Company common stock during the three months ended September 30, 2026.
| Period |
Total Number of Shares Purchased (1) |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) |
||||||||||||
| July 1 - July 31 |
- | $ | - | - | $ | 60,002,345 | ||||||||||
| August 1 - August 31 |
- | $ | - | - | $ | 60,002,345 | ||||||||||
| September 1 - September 30 |
565,963 | $ | 16.14 | 565,963 | $ | 50,867,290 | ||||||||||
| Total |
565,963 | $ | 16.14 | 565,963 | ||||||||||||
| 1) |
This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions. We administer cashless settlements and generally do not repurchase stock in connection with cashless settlements. |
| 2) |
Our Board authorized a program to repurchase our stock from time to time. Approximately $50.9 million remained authorized for repurchases as of September 30, 2026, subject to the limitation set in our shareholder authorization for repurchases of our stock. |
Securities Trading Arrangements with Officers and Directors
On September 14, 2026, Lisa L. Troe, non-executive director, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell sufficient shares of the Company’s ordinary shares between June 3, 2027 and June 29, 2027, subject to certain conditions, to cover tax obligations related to the vesting of restricted stock units on June 1, 2027.
During the three months ended September 30, 2026, other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
EXHIBIT INDEX
| † | Represents management contract or compensatory plan or arrangement. |
| * | Filed herewith. |
| ** | Furnished herewith. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EXPRO LTD |
|||
| Date: |
November 3, 2026 |
By: |
/s/ Sergio L. Maiworm, Jr. |
| Sergio L. Maiworm, Jr. | |||
| Chief Financial Officer |
|||
| (Principal Financial Officer) |
Exhibit 2.1
|
Share Purchase Agreement |
for the sale and purchase of shares in
Enhanced Well Technologies Group AS
between
the Sellers listed in Appendix 1
(as Sellers)
and
Expro Holdings UK 3 Limited
(as Buyer)
4 May 2026
|
1 |
DEFINITIONS |
3 |
|
2 |
SALE AND PURCHASE OF THE SHARES |
9 |
|
3 |
CONSIDERATION |
9 |
|
4 |
NO LEAKAGE |
12 |
|
5 |
PRE-CLOSING UNDERTAKINGS |
12 |
|
6 |
CLOSING CONDITIONS |
14 |
|
7 |
CLOSING |
16 |
|
8 |
BUYER'S WARRANTIES AND COMPENSATION BY THE BUYER |
17 |
|
9 |
SELLERS' WARRANTIES |
18 |
|
10 |
WARRANTY CLAIMS, SELLER'S LIABILITY AND CONDUCT OF CLAIMS |
18 |
|
11 |
BUYER'S COVENANT |
22 |
|
12 |
POST-CLOSING OBLIGATIONS |
23 |
|
13 |
SELLERS' REPRESENTATIVE |
24 |
|
14 |
ANNOUNCEMENTS AND CONFIDENTIALITY |
25 |
|
15 |
GENERAL |
26 |
|
16 |
GOVERNING LAW AND DISPUTE RESOLUTION |
28 |
|
Appendix 1 Sellers |
30 |
|
Appendix 2 Subsidiaries |
31 |
|
Appendix 3 Locked Box Accounts |
|
|
Appendix 4 Buyer's warranties |
33 |
|
Appendix 5 Sellers' Warranties |
34 |
|
Appendix 6 Form of Bring-Down of Disclosures Letter |
|
|
Appendix 7 Material Agreements |
|
|
Appendix 8 W&I Insurance |
|
|
Appendix 9 Data Room Content – index extract |
|
|
Appendix 10 Proprietary IPR |
This share purchase agreement is entered into on the date set out on its front-page (the "Agreement Date") between:
|
(1) |
The Persons listed as sellers in Appendix 1, (collectively the "Sellers" and each a "Seller"); and |
|
(2) |
Expro Holdings UK 3 Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 06492082 and its registered address at Second Floor, Davidson House, Forbury Square, Reading, Berkshire, RG1 3EU, UK (the "Buyer"). |
BACKGROUND
|
(A) |
The Sellers own the Shares (as defined in clause 1.56) in Enhanced Well Technologies Group AS, a Norwegian private limited liability company with registered address at c/o Enhanced Drilling Holding AS, Smålonane 16, 5353 Straume, Norway, and organisation number 922 585 881 (the "Company"). |
|
(B) |
The Company is the parent company of the Group, which is a specialist provider of drilling technology and services to the offshore oil and gas industries, offering risk-reduction technologies and environmentally beneficial systems designed to create cost-effective solutions for the offshore industry's most significant drilling challenges. |
|
(C) |
The Buyer wishes to acquire from the Sellers, and the Sellers wish to sell to the Buyer, the Shares, on the terms and conditions of this Agreement. |
|
(D) |
In connection with the entry into of this Agreement, the parent company of the Buyer, Expro Group Holdings N.V. has provided a parent company guarantee for the Buyer's due fulfilment of its obligations hereunder. |
On this background, it is agreed as follows:
|
1 |
DEFINITIONS |
In addition to definitions set out elsewhere in this Agreement, the following definitions shall apply to capitalized terms used herein:
|
1.1 |
Accounting Principles means, for each Group Company, the generally accepted accounting principles in the jurisdiction of the relevant Group Company as consistently applied (in accordance with such accounting principles) by the respective Group Company for its annual accounts for 2025, and, for the Company in preparing the consolidated annual accounts, simplified IFRS (as at each year, consistently applied if not subject to regulatory change). |
|
1.2 |
Accounts means the audited annual accounts of each Group Company and the audited consolidated annual accounts of the Group for the financial years 2023 - 2024. |
|
1.3 |
Additional Amount is defined in clause 3.1.1(b). |
|
1.4 |
Agreement means this share sale and purchase agreement and the appendices attached hereto. |
|
1.5 |
Agreement Date is defined in the introductory section of this Agreement. |
|
1.6 |
Affiliate means, in respect of any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person. |
For the purposes of this definition, control means, in respect of any Person: (a) owning so many shares or interests that they represent the majority of the votes in such Person, or (b) through contract or otherwise, having the right to elect or remove a majority of the members of the board of directors or similar governing body of such Person. The terms "controls", "controlled by" or "under common control with" have correlative meanings.
No Group Company shall be considered an Affiliate of any Seller or any of such Seller's Affiliates.
Each Group Company shall be considered an Affiliate of the Buyer after Closing.
|
1.7 |
Applicable Law means, with respect to any Person, any law, regulation, directive, legal principle, ruling or other requirement of a Governmental Body in any jurisdiction that is binding upon or applicable to such Person. |
|
1.8 |
Base Amount is defined in clause 3.1.1(a). |
|
1.9 |
Bring-down of Disclosures Letter means a bring-down of disclosures letter in the form attached hereto in Appendix 7, and dated as of the Closing Date, containing of the review of the Sellers' Warranties to be made by the Sellers pursuant to clause 5.2. |
|
1.10 |
Buyer is defined in the introductory section of this Agreement. |
|
1.11 |
Buyer's Deal team means Tulio Scacciati, Joerg Gruber, Erick Mota and Tomas Lorant. |
|
1.12 |
Buyer's Warranties means the warranties of the Buyer set out in Appendix 4 (Buyer's Warranties). |
|
1.13 |
Business Day means a day (excluding Saturdays and Sundays) on which clearing banks are open for non-automatic business in Norway (excluding internet banking). |
|
1.14 |
Claim means any claim (for the avoidance of doubt, excluding any Warranty Claim or claim for Leakage) made by the Buyer towards any Seller under or for breach of this Agreement in accordance with clause 10.1.1. |
|
1.15 |
Claim Notice is defined in clause 10.3.2 (a). |
|
1.16 |
Closing means the consummation of the Transaction in accordance with clause 7. |
|
1.17 |
Closing Conditions means the conditions for the Parties' respective obligation to complete the Transaction as set out in clause 6. |
|
1.18 |
Closing Date means the date on which Closing actually takes place. |
|
1.19 |
Closing Schedule is defined in clause 3.2. |
|
1.20 |
Company is defined in recital (A) to this Agreement. |
|
1.21 |
Data Room means the virtual data room established in connection with the Transaction and opened for the Buyer and its advisors from 24 April 2026 until 4 May 2026 at 12:00 noon CET, containing such documents and information as specified in the download link provided by or on behalf of the Sellers to the Buyer or its advisers on or around the Agreement Date, the content of which is listed in the data room index extract attached hereto as Appendix 10. |
|
1.22 |
DNB Debt means the debt owed under: |
|
(a) |
the senior facilities agreement entered into with DNB Bank ASA (as lender, agent and security agent) and DNB Livsforsikring AS (as acceding lender), originally dated 12 July 2019, as amended and restated; and |
|
(b) |
the multicurrency overdraft facility agreement with DNB Bank ASA dated 30 April 2024. |
|
1.23 |
Disclosed Information means the entire contents of the Data Room, including any information made available through the Q&A facility within the Data Room. |
|
1.24 |
Encumbrance means any encumbrance, mortgage, lien, charge, pledge or other security interest, pre-emptive right, right of first refusal, option agreement or other agreement with similar effect or similar interest. |
|
1.25 |
Escrow Agent is defined in clause 3.3.5. |
|
1.26 |
Fairly Disclosed means any information, fact, event, occurrence or other matter disclosed in writing in the Disclosed Information in such manner and detail that would enable a sophisticated and experienced buyer advised by professional advisors to identify and make a reasonably informed assessment of the nature, scope and potential consequences thereof in each case without the need to draw conclusions from several unrelated documents or materials. |
|
1.27 |
Fundamental Warranties means the Sellers' Warranties set out in paragraphs 1 (Legal Status and Corporate Power), 2 (No Conflict) and 3 (The Shares and the Shares of the Subsidiaries) of Appendix 5. |
|
1.28 |
Governmental Body means any governmental (national or municipal) body, and any multinational organization or body, exercising or entitled to exercise administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. |
|
1.29 |
Group or Group Companies means the group comprised by the Company and the Subsidiaries and Group Company means any one of them. |
|
1.30 |
Havn means Havn Capital Fund I AS, a Norwegian private limited liability company with registered number 930 154 814. |
|
1.31 |
Holdback Amount means NOK 20,000,000. |
|
1.32 |
IKM means IKM Gruppen AS, a Norwegian private limited liability company with registered number 912 605 302. |
|
1.33 |
IPR means intellectual property rights of any kind, whether registered or not, without limitations, patents, inventions, copyrights, publishing rights, trademarks, logos, trade names, firm names, product names, service marks, domain names, trade secrets, design rights, algorithms, data bases, software, source code and rights to know how. |
|
1.34 |
Key Employees means the following employees of the Group: |
|
Key Employee |
Position |
|
Kjetil Lunde |
CEO |
|
Lars Halvorsen |
COO |
|
Tom Hasler |
CCO Business Development |
|
Harald Hufthammer |
VP Technology & Reliability |
|
Per Christian Stenshorne |
VP Innovation |
|
Bernt Eikemo |
VP Sales & Marketing |
|
1.35 |
Leakage means any payment or transfer of value made, agreed, undertaken, committed to, resolved, arranged for or accrued by a Group Company to or for the benefit of any Seller or any of its Affiliates, including: |
|
(a) |
any assets or rights transferred or surrendered; |
|
(b) |
any dividend or other distribution declared, paid or made; |
|
(c) |
any redemption, repurchase or return of share capital; |
|
(d) |
any liability incurred or any obligation (actual or contingent) assumed, including by the giving of any indemnity, security or guarantee to or in respect of the obligations or liabilities of any Seller or any of its Affiliates; |
|
(e) |
any waiver or deferral of any right to any amount owed from, or any other claim against or other liability of, any Seller or any of its Affiliates; |
|
(f) |
any Transaction Costs; |
|
(g) |
any agreement, undertaking, commitment, resolution, arrangement for or accrual of any obligation to do any of the matters referred to in sub-clauses (a) - (f) above; and |
|
(h) |
any Tax, fee, costs or expenses triggered or incurred by a Group Company as a result of the above, |
but does not include any Permitted Leakage.
|
1.36 |
Locked Box Accounts means the audited 2025 consolidated annual accounts of the Group Companies as per the Locked Box Date included in Appendix 3. |
|
1.37 |
Locked Box Date means 31 December 2025. |
|
1.38 |
Long Stop Date means 30 November 2026. |
|
1.39 |
Loss means any reasonably foreseeable loss, liability, damage, cost or expense; |
|
1.40 |
Material Agreements means the agreements listed in Appendix 8. |
|
1.41 |
MIP Debt means the debt owed from EWTG MIP to the Company pursuant to the loan facility agreement dated 15 September 2021, in such amount as is outstanding as per the Closing Date. |
|
1.42 |
NPLCA means the Norwegian Private Limited Liability Companies Act of 1997 (Norwegian: aksjeloven), as in force at the Agreement Date. |
|
1.43 |
NRBE means the Norwegian Register of Business Enterprises (Norwegian: Brønnøysundregistrene) |
|
1.44 |
Ordinary Course means the ordinary course of business consistent with past custom and practice. |
|
1.45 |
Parties or Party means the Buyer and the Sellers jointly, and Party means any one of them. |
|
1.46 |
Permitted Leakage means: |
|
(a) |
any payment of salaries, accrued bonuses, benefits, board fees or other remuneration (including reasonably incurred costs or expenses) that are not Transaction Costs to any employee, board member, officer or consultant of any Group Company pursuant to their current agreements with or any resolutions by such Group Company to the extent such agreements or resolutions have been Fairly Disclosed; |
|
(b) |
any payment of any liability recognized, accrued or reserved for in the Locked Box Accounts; |
|
(c) |
any transactions, including any payment or other transfer of value, and any liability, cost or expense incurred, waived or deferred, (i) under the commercial agreements and arrangements with Sellers and their Affiliates pursuant to the terms disclosed in sub-folder 1.4.7 under “Enhanced Well Technology Group AS” in the “Legal” folder of the Data Room or sub-folder 6.2.2 under “Enhanced Drilling AS” in the “Legal” folder of the “clean” version of the Data Room or otherwise in the Ordinary Course and as Fairly Disclosed, (ii) at the written request of the Buyer identifying such matter as “Permitted Leakage” or (iii) specifically required by this Agreement; |
(in all cases including any Tax payable thereon); and
|
(d) |
any agreement, undertaking or commitment to do any of the matters referred to in sub-clause (a) - (c) above. |
|
1.47 |
Person means any individual, firm, company, corporation, partnership or other entity having legal personality or any Governmental Body, including the successors of any such person. |
|
1.48 |
Proprietary IPR means the IPR set out in Appendix 11. |
|
1.49 |
Purchase Price is defined in clause 3.1.1. |
|
1.50 |
Regulatory Clearance is defined in clause 6.1.1. |
|
1.51 |
Sellers is defined in the introductory section of this Agreement. |
|
1.52 |
Sellers' Bank Account means the bank account to be notified to the Buyer in the Closing Schedule in accordance with clause 3.2. |
|
1.53 |
Sellers' Knowledge means the actual knowledge of any of Martyn James Fear (chair of the board), Greg Herrera (board member), Kjell Erik Jacobsen (board member), Erling Meinich-Bache (board member), Tom Charles Atkins (board member), Bilal Ahmad (board member), Kjetil Lunde (CEO), Lars Halvorsen (COO), Tom Hasler (CCO Business Development), Harald Hufthammer (VP Technology & Reliability), Per Christian Stenshorne (VP Innovation) or Bernt Eikemo (VP Sales & Marketing) as at the Agreement Date, and, in respect of the Sellers' Warranties given at the Closing Date, as at the date of the Bring-Down of Disclosures Letter. |
|
1.54 |
Sellers' Representative means Greg Herrera, Havn Capital. |
|
1.55 |
Sellers' Warranties means the warranties of the Sellers set out in Appendix 5 (Sellers' Warranties). |
|
1.56 |
Shares means the aggregate of number shares in the Company, with each Seller holding the number of shares set out in Appendix 1. |
|
1.57 |
Subsidiaries means the companies listed in Appendix 2, and Subsidiary means any one of them. |
|
1.58 |
SVBV means Shell Ventures B.V, a private limited liability company with registered number 27192071. |
|
1.59 |
Tax or Taxation means any form of taxation, levy, duty, charge, withholding or impost of whatever nature (including any related fine or other penalty, interest and other additions that become imposed or payable by operation of any applicable law, statute, rule or regulation or any Governmental Body) imposed, collected or assessed by a competent Governmental Body including any property and income tax, value added tax (VAT), stamp, export and import duty, customs, special duty, document duty, environmental tax and employment and social security tax. |
|
1.60 |
Third Party Claim is defined in clause 10.7. |
|
1.61 |
Title and Capacity Warranties means the Sellers' Warranties set out in paragraphs 1.2 (Legal Status and Corporate Power) and 3 (The Shares) of Appendix 5. |
|
1.62 |
Title and Capacity Warranty Claim means a claim made by the Buyer for breach of any Title and Capacity Warranty. |
|
1.63 |
Transaction means the sale and purchase of the Shares as contemplated by this Agreement. |
|
1.64 |
Transaction Costs means any amount of: |
|
(a) |
fees, expenses or liabilities paid or incurred by a Group Company to any professional advisor, broker or consultant for the benefit of any Seller or any of its Affiliates in connection with and on account of the Transaction (excluding any Taxes payable in respect of such fees and expenses recoverable under Applicable Law by any Group Company or the Buyer); and |
|
(b) |
any remuneration or bonus paid or payable by a Group Company to current or former employees, board members or officers of any Seller or any of its Affiliates or the Group Companies in connection with and on account of the Transaction (excluding any ordinary overtime payment to employees), together with the amount of any applicable Tax and vacation pay on such amounts. |
|
1.65 |
TSFVL means Transocean Sedco Forex Ventures Limited, a limited liability company with registered number 96230. |
|
1.66 |
Warranty Claim means a claim made by the Buyer for breach of any of the Sellers' Warranties. |
|
1.67 |
W&I Insurance means the insurance policy attached hereto in Appendix 9. |
|
1.68 |
W&I Insurance Provider means Euclid Transactional UK Limited. |
|
2 |
SALE AND PURCHASE OF THE SHARES |
|
2.1 |
On the terms and subject to the conditions of this Agreement, each Seller shall sell and transfer its Shares to the Buyer and the Buyer shall purchase the Shares from the Sellers, free and clear of any Encumbrances at Closing. |
|
2.2 |
Save as otherwise set out in this Agreement, each Seller shall have the right to exercise all rights attaching to its Shares, including the rights to vote the Shares, until Closing. |
|
3 |
CONSIDERATION |
|
3.1 |
The Purchase Price |
|
3.1.1 |
The Purchase Price for the Shares (the "Purchase Price") shall equal the sum of: |
|
(a) |
NOK 2,000,000,000 (Norwegian kroner two billion) (the "Base Amount"); |
|
(b) |
plus a locked box interest rate of 5% per annum on the Base Amount, prorated per calendar day from and including the Locked Box Date to and including the Closing Date less a fixed amount of NOK 10,000,000 (the "Additional Amount"); |
|
(c) |
less any Leakage known as per the Closing Date. |
|
3.1.2 |
The Company's ownership interest in EWTG MIP AS shall be disregarded when calculating each Seller's entitlement to the Purchase Price, and the allocation of any such amount which the Company is indirectly entitled to, shall be allocated pro-rata among the Sellers (indirect Sellers in case of EWTG MIP AS) shareholders as set out in the Closing Schedule. |
|
3.1.3 |
The Sellers shall prepare and provide the Buyer with their calculation of the Purchase Price in accordance with clause 3.2.1. |
|
3.1.4 |
The Purchase Price shall be settled at Closing in accordance with clause 7.3.1(b). |
|
3.1.5 |
Any amounts payable by the Buyer to the Sellers shall be paid in cash by wire transfer to the Sellers’ Bank Account, which shall be good discharge to the Buyer of its obligation to pay such sum(s) and it shall not be concerned to see the distribution of any such sum(s) amongst the Sellers. |
|
3.2 |
Closing Schedule |
|
3.2.1 |
No later than five (5) Business Days prior to the Closing Date, the Sellers shall prepare and deliver to the Buyer a schedule (the "Closing Schedule") setting out: |
|
(a) |
the Purchase Price, including a specification of the Base Amount and the Additional Amount calculated in accordance with clause 3.1.1(b), less the amount of the Sellers’ cost coverage for W&I in accordance with clause 10.2.4; |
|
(b) |
the total outstanding amount owed by the Group Companies to DNB as of the Closing Date under the DNB Debt (including a specification of which loan facility each outstanding amount relates to, the outstanding principals, the relevant accrued interest up to and including the Closing Date and any prepayment fees, break fees or similar cancellation costs which for the avoidance of doubt the Buyer shall be liable for and not have any effect on the Purchase Price) and specification of the bank account(s) to which the outstanding debt shall be paid in accordance with clause 7.3.1(b); |
|
(c) |
the details of the Sellers’ Bank Account; and |
|
(d) |
the details of any Leakage known as at the date of the Closing Schedule. |
|
3.3 |
Holdback Amount |
|
3.3.1 |
The Parties agree that the Holdback Amount shall be held back from the Purchase Price payable at Closing in accordance with clause 7.3.1(b) and secure the claims set out in this clause 3.3. |
|
3.3.2 |
The Sellers shall, subject to the limitations of this clause 3.3, fully compensate the Buyer for any Loss suffered by the Buyer or any Group Company as a result of: |
|
(a) |
any claims, liabilities, costs, expenses or damages resulting from, incurred in connection with or imposed on Enhanced Drilling Inc. due to its involvement (directly or indirectly) in claims from or legal proceedings commenced by Chad Beck in relation to injuries sustained by him, including without limitation any uninsured legal costs incurred after the Locked Box Date (the "Beck Matter"); and |
|
(b) |
any claims, liabilities, costs, expenses or damages resulting from or incurred in connection with any administrative fines being imposed by the Norwegian Labour Inspection Authority due to breach by any Group Company of Applicable Law relating to use of overtime prior to the Closing Date (the "Employment Matter"). |
|
3.3.3 |
To bring any claim under clause 3.3.2, the Buyer shall give written notice to the Sellers’ Representative of such claim in writing, specifying the factual basis for the claim in reasonable detail and the estimated amount of the Loss, no later than 30 June 2027 (for the purpose of this clause 3.3, the "Holdback Claims Deadline") (subject to clause 3.3.6(d) below). |
|
3.3.4 |
The maximum amount the Buyer shall be entitled to recover in respect of claims pursuant to clause 3.3.2, and the sole source of recovery for any such claim, shall be the Holdback Amount, allocated NOK 18,000,000 to the Beck Matter and NOK 2,000,000 to the Employment Matter. For the avoidance of doubt, if and when the Holdback Amount (or the remaining part thereof) has been released to the Sellers, the Buyer shall have no further claim pursuant to this clause 3.3. |
|
3.3.5 |
The Holdback Amount shall be deposited with an independent escrow agent to be jointly agreed between the Parties in good faith as soon as practicable following the Agreement Date (the "Escrow Agent"). The Parties and the Escrow Agent shall enter into an escrow agreement on customary terms as soon as reasonably practicable following appointment of the Escrow Agent. The Escrow Agent shall only release the Holdback Amount or any part thereof upon receipt of a joint instruction from the Partiers or an unappealable decision by a court or arbitration panel. The Holdback Amount while held on deposit with the Escrow Agent shall accrue a market interest rate for the account of the Sellers. |
|
3.3.6 |
The Parties shall promptly submit a joint instruction to the Escrow Agent to release the Holdback Amount (or relevant part thereof) in the following instances: |
|
(a) |
when a claim under clause 3.3.2 has been accepted by the Sellers or finally resolved by unappealable decision by a court or arbitration panel, the Holdback Amount (or relevant part thereof) shall be released to the Buyer; |
|
(b) |
if no claim shall have been made by the Buyer against the Sellers within the Holdback Claims Deadline, which is still pending, any remaining part of the Holdback Amount shall be released to the Sellers; |
|
(c) |
if, following the expiry of the Holdback Claims Deadline, any claim having been made pursuant to clause 3.3.2 within the Holdback Claims Deadline which is still pending, the remaining part of the Holdback Amount (if any) less the amount reasonably deemed by the Buyer as sufficient to satisfy any such pending claim(s) shall be released to the Sellers; and |
|
(d) |
Notwithstanding the foregoing, the portion of the Holdback Amount allocated to the Beck Matter (NOK 18,000,000) less the amount of any claim pursuant to clause 3.3.2(a) existing at such time/or in the case of (ii) below less any retention amount or similar to compensate for full coverage, shall be released to the Sellers promptly upon the earliest to occur of: (i) an agreed settlement of the Beck Matter as regards any and all claims or courses of actions against a Group Company; (ii) written confirmation from the relevant insurance company of full coverage of any liabilities, costs, expenses or damages which have been incurred by a Group Company in relation to the Beck Matter at that time and may in the future be incurred in respect of any pending claim relating to the Beck Matter known at the relevant point in time; or (iii) a first instance court ruling allocating liability among the relevant parties (including Chad Beck, Enhanced Drilling Inc. and any other defendants and insurance companies, as applicable). If none of the events set out in (i) through (iii) above shall have occurred and no first instance court ruling shall have been rendered in respect of the Beck Matter by the Holdback Claims Deadline, the Holdback Claims Deadline shall, solely in respect of the Beck Matter, be automatically extended to the date falling five (5) Business Days after the date on which such first instance court ruling is rendered. |
|
(e) |
if any amount is deducted from the Holdback Amount in respect of pending claims pursuant to paragraph (c) above, the amount of the Holdback Amount remaining after deduction of all amounts due to the Buyer under this clause 3.3 shall be released to the Sellers acceptance of the claims or final resolution by unappealable decision by a court or arbitration panel. |
|
3.3.7 |
The Buyer agrees to consider in good faith whether the Holdback Amount (or relevant part thereof) can be released to the Sellers prior to the Holdback Claims Deadline if it obtains assurances (e.g., by way of confirmed insurance coverage) satisfactory to it (in its absolute discretion) that the risk of any Loss secured by the Holdback Amount is eliminated, it being the Parties’ joint intention that the Holdback Amount shall not be withheld longer than necessary to protect the Buyer from said risks. The Parties shall in good faith discuss and explore whether any exposure under the Beck Matter or the Employment Matter could be made subject to affirmative coverage under the W&I Insurance, or a separate indemnity insurance, provided that any new or increased costs in connection therewith shall either be borne by the Sellers or deducted from the Holdback Amount. |
|
3.3.8 |
The Parties agree that clause 10 of this Agreement shall apply mutatis mutandis to any claims made pursuant to this Clause 3.3, provided that; |
|
(a) |
clauses 10.3 (Notification of Claims and time limitations), 10.4 (Financial limitations) and 10.5.7 shall not apply in respect of any claim pursuant to this clause 3.3; |
|
(b) |
clauses 10.5.2(b) and 10.7 (Third Party Claims) shall apply in respect of any claim relating to the Beck Matter, but not for the Employment Matter – it being understood that the Sellers shall in any event be consulted and granted a reasonable opportunity to participate in the defence of any claim relating to the Employment Matter. |
|
(c) |
the Buyer shall use all reasonable efforts to first exhaust any other available source of recourse as described in clause 10.5.6 before claiming against the Holdback Amount. |
|
4 |
NO LEAKAGE |
|
4.1 |
Each Seller (a) warrants and represents on the Agreement Date that no Leakage has occurred in the period from and excluding the Locked Box Date to and including the Agreement Date, and (b) undertakes to procure that no Leakage shall occur or be incurred in the period from and excluding the Agreement Date to and including the Closing Date. |
|
4.2 |
The Sellers shall indemnify the Buyer in respect of any Leakage in breach of clause 4.1 that has not been repaid to the relevant Group Company or that is not set out in the Closing Schedule in accordance with clause 3.2.1. Notwithstanding anything to the contrary in this Agreement, the liability of the Sellers under this clause 4 shall be the Buyer's sole remedy against the Sellers in the event of any Leakage. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall be several and not joint pursuant to clause 10.5.6 (Liability among Sellers). |
|
4.3 |
No Claim for breach of this clause 4 can be made after the date that is twelve (12) months after the Closing Date. |
|
5 |
PRE-CLOSING UNDERTAKINGS |
|
5.1 |
Pre-Closing conduct |
|
5.1.1 |
Each Seller shall from the Agreement Date until Closing, except as set out in clause 5.1.2, procure that each Group Company conducts its business in the Ordinary Course, and refrains from: |
|
(a) |
amending its articles of association or publicly registered information; |
|
(b) |
issuing new shares, options, warrants or other similar rights to acquire shares in the Company or any Group Company; |
|
(c) |
granting any Encumbrances over shares in any Group Company; |
|
(d) |
declaring, setting aside or paying any dividend, group contribution or other distribution with respect to its shares, or directly or indirectly redeeming or purchasing any of its shares; |
|
(e) |
acquiring or divesting any business or company, whether by merger or demerger, acquisition or divestment of shares or assets or any other means whatsoever; |
|
(f) |
making any capital expenditures or commitments exceeding an amount equal to NOK 2,000,000; |
|
(g) |
making any material changes to the compensation or benefits of its employees, except for annual salary adjustments in accordance with the negotiations of central unions; |
|
(h) |
terminating or amending the terms of employment of any Key Employee; |
|
(i) |
selling, transferring, licensing or otherwise disposing of any material assets or IPR other than in the Ordinary Course; |
|
(j) |
terminating or allowing to lapse without extension any material insurance policies from which any Group Company benefits; |
|
(k) |
commencing, settling or taking significant steps in relation to material litigation or disputes (for the avoidance of doubt, including the Beck Matter); |
|
(l) |
entering into any new loan agreements, except for drawdown under existing credit lines; |
|
(m) |
terminating or amending the material terms of any Material Agreement; |
|
(n) |
changing its Accounting Principles, except to the extent required by operation of Applicable Law or the Accounting Principles; and |
|
(o) |
entering into any agreement, arrangement, resolution or commitment to do any of the above. |
|
5.1.2 |
Clause 5.1.1 shall not apply to any action which is: |
|
(a) |
specifically required by a provision of this Agreement; |
|
(b) |
requested by the Buyer in writing; |
|
(c) |
approved by the Buyer in writing, such approval (i) not to be unreasonably withheld or conditioned (except in relation to the Beck Matter where approval to a settlement may be withheld in the Buyer’s absolute discretion in case such settlement is likely to involve a residual liability of the Group in excess of NOK 18,000,000), and (ii) to be considered given if the Buyer fails to respond to a request for approval within 10 Business Days following the date on which a written request for approval was sent by the Sellers to the Buyer; |
|
(d) |
required in order to minimise any adverse effect resulting from an emergency situation in which actions must be taken without undue delay; or |
|
(e) |
necessary in order for the Group Companies to comply with Applicable Law or with any of their obligations under any agreement, arrangement, undertaking, permit, license or similar Fairly Disclosed. |
|
5.2 |
Bring-down of Disclosures |
|
5.2.1 |
The Sellers' Representative shall carry out a review of the Sellers' Warranties with the individuals referred to in the definition of "Sellers' Knowledge" on the day prior to Closing, to identify any facts or circumstances that have arisen in the period between the Agreement Date and Closing which constitutes a breach of any of the Sellers' Warranties given at Closing. The purpose of the review is to fulfil the Buyer's information obligations vis-à-vis the W&I Insurance Provider. The results of such review shall be presented by the Sellers in the Bring-Down of Disclosures Letter at Closing in accordance with clause 7.2.1(c). |
|
5.3 |
Release Letter |
|
5.3.1 |
The Sellers shall as soon as reasonable possible following the Agreement Date and at least five (5) Business Days prior to the Closing Date provide the Buyer with a release letter in a form to be agreed for the purpose of settlement of the DNB Debt and the release of any security granted in favour of DNB for the purpose of the DNB Debt conditional upon the Buyer's settlement of the DNB Debt pursuant to clause 7.3.1(b), signed by DNB Bank ASA. |
|
5.4 |
Closing preparations |
|
5.4.1 |
Between the Agreement Date and Closing, the Sellers shall, upon the Buyer’s request, cause the Group Companies to extend such cooperation and assistance as the Buyer may reasonably require in order to facilitate and prepare for the refinancing of the DNB Debt, potential buy-out of leased equipment at or shortly following Closing, planning of the Group’s insurance coverage and/or other practical arrangements required at or shortly following Closing, it being understood that any such cooperation and assistance can only be expected during normal business hours and to an extent that does not unduly interfere with management’s day-to-day tasks. |
|
6 |
CLOSING CONDITIONS |
|
6.1 |
Conditions for the benefit of both Parties |
|
6.1.1 |
Each Party's obligation to complete the Transaction is conditional upon the receipt of all necessary regulatory approvals, consents or clearances that may be required for the change of ownership prior to completion (including competition clearances and foreign direct investment approvals), to the extent applicable (for the avoidance of doubt, not including any form of internal approvals or consents on the Sellers' or the Buyer's side) (collectively, "Regulatory Clearances"). |
|
6.2 |
Regulatory Clearances |
|
6.2.1 |
The Buyer shall carry the entire risk related to Regulatory Clearances and shall at its own cost and expense be responsible for and use its reasonable efforts to ensure (subject to the other provisions of this clause 6.2) that all Regulatory Clearances are obtained as soon as possible after the Agreement Date and in any event before the Long Stop Date. For this purpose the Buyer shall: |
|
(a) |
as soon as reasonably practicable and within 20 Business Days following the Agreement Date, prepare and provide the Sellers' Representative with a final draft of the relevant regulatory notification(s) together with other documentation relevant for such notification(s) for the Sellers' Representative's consultation. Any comments that the Sellers' Representative may have to the notification(s) shall be submitted to the Buyer as promptly as possible in advance of the filing date for the application; |
|
(b) |
as soon as reasonably practicable and within 20 Business Days after the Agreement Date, file the relevant regulatory notification(s) with the applicable Governmental Body or bodies; |
|
(c) |
provide the applicable Governmental Body(ies) as promptly as possible with any information or document requested in connection with its or their assessment; |
|
(d) |
keep the Sellers' Representative informed of the regulatory clearance process and its communication with the applicable governmental body or bodies, including providing the Sellers with copies of any written correspondence with such governmental body or bodies (redacted if appropriate where such correspondence contains sensitive or confidential information about the Buyer or its group), and facilitating participation by the Sellers' Representative and the Sellers' legal adviser in meetings and telephone conferences with such Governmental Body(ies), if so requested by the Sellers' Representative and not objected to by the relevant Governmental Body; and |
|
(e) |
if the Buyer becomes aware of any circumstances which may delay, prevent or in any other way affect any Regulatory Clearance, promptly inform the Sellers' Representative thereof. |
|
6.2.2 |
The Buyer shall take, and cause its Affiliates to take, any and all reasonable actions necessary to obtain all such Regulatory Clearances as soon as reasonably practicable, including (without limitation) agreeing to any divestiture, hold-separate, behavioural commitment or other remedy with respect to the Company that any relevant applicable Governmental Body may require as a condition to clearance of the Transaction, provided that the Buyer shall not be obliged to divest or accept any commitment or other remedy with respect to the Buyer or any part of the existing Expro group. |
|
6.2.3 |
The Sellers shall at their own cost make reasonable efforts to assist the Buyer with any documentation and information required by the Buyer to prepare and file the application(s) for Regulatory Clearances. |
|
6.2.4 |
Clause 6.3.1 shall not be deemed to limit the Buyer's obligations pursuant to this clause 6.2. If the Buyer fails to obtain the Regulatory Clearances within the Long Stop Date, and provided that all other Closing Conditions of the Buyer have been satisfied or waived, the Sellers may by written notice to the Buyer unilaterally extend the Long Stop Date by one month at the time, for a maximum of three months. |
|
6.3 |
Cooperation |
|
6.3.1 |
Each Party shall use its reasonable efforts promptly to take or cause to be taken all actions necessary or advisable under Applicable Law to satisfy the Closing Conditions and otherwise to consummate and effect the Transaction on the terms of this Agreement within the Long Stop Date. |
|
6.3.2 |
Each Party may for itself and in its sole discretion waive any of the Closing Conditions for its benefit set out in this clause 6. |
|
6.4 |
Duty to notify |
|
6.4.1 |
Until Closing, the Parties shall promptly upon becoming aware thereof notify each other of any circumstance or fact which results or could reasonably be expected to result in a breach of this Agreement. |
|
7 |
CLOSING |
|
7.1 |
Time and place |
|
7.1.1 |
Closing shall take place electronically on the fifth (5th) Business Day after all the Closing Conditions have been satisfied or waived, or on such other date and place as agreed in writing by the Parties. |
|
7.2 |
The Sellers' obligations at Closing |
|
7.2.1 |
At Closing, each Seller shall: |
|
(a) |
deliver to the Buyer evidence of the authority of the individual(s) completing this Agreement on behalf of such Seller; |
|
(b) |
deliver to the Buyer a copy of duly signed minutes from a board of directors meeting in the Company approving the transfer of the Shares to the Buyer; |
|
(c) |
deliver to the Buyer a copy of the Bring-Down of Disclosures Letter, duly executed; |
|
(d) |
deliver to the Buyer (i) a copy of the Company's shareholders' register showing that the Buyer has been registered as the owner of the Shares in accordance with the NPLCA Section 4-7 (1), free and clear of any Encumbrances, and (ii) procure that the Company issues a confirmation to the Buyer that the Buyer has been registered as the owner of the Shares in the shareholders' register of the Company in accordance with the NPLCA Section 4-10; and, |
|
(e) |
deliver to the Buyer a statement from the shareholder elected board members of the Company and the Group Companies confirming that they resign from the time of adjournment of the general meetings to be held in the Company and the Group Companies at or immediately following Closing pursuant to clause 7.3.1(g), and that they waive any right to any fees and other claims that they may have against the Company or the Group Companies in their capacity as board members at such time except for board remuneration fees for 2025. |
|
7.3 |
The Buyer's obligations at Closing |
|
7.3.1 |
At Closing, the Buyer shall: |
|
(a) |
deliver to the Seller evidence of the authority of the individual(s) completing this Agreement on behalf of the Buyer; |
|
(b) |
pay, or procure the payment on its behalf of, the Purchase Price less (i) the Holdback Amount, and (ii) the amount of the MIP Debt, to the Sellers’ Bank Account, with valuation date no later than the Closing Date, and deliver evidence of such payment to the Seller, which shall be good discharge to the Buyer of its obligation to pay the Purchase Price and it shall not be concerned to see the distribution of such amount amongst the Sellers; |
|
(c) |
pay the Holdback Amount to the Escrow Agent; |
|
(d) |
on behalf of the Group Companies pay, or cause to be paid, the DNB Debt; |
|
(e) |
on behalf of EWTG MIP AS settle the MIP Debt or declare that the debtor position of the MIP Debt is assumed by the Purchaser – in each case resulting in full and final release of EWTG MIP AS of its obligation to repay the MIP Debt; |
|
(f) |
make all deliveries to the W&I Insurance Provider as required under the W&I Insurance and, unless already paid in full prior to Closing, pay the insurance premium and associated costs to be paid by the Buyer in respect of the W&I Insurance; |
|
(g) |
upon having become the registered owner of the Shares, hold an extraordinary general meeting in each Group Company to i) replace all of the shareholder elected board members and ii) discharge, to the fullest extent permissible under Applicable Law, all past and present board members from any liability towards the Group Companies; and |
|
(h) |
upon the adjournment of the general meetings referred to in sub-clause (g) above deliver a confirmation from each Group Company to the Sellers and for the benefit of the board members of the Group Companies that they waive all and any claims against the board members of the Group Companies related to acts, facts or circumstances which have occurred prior to Closing. |
|
7.4 |
Adjournment of Closing |
|
7.4.1 |
All actions, deliveries and proceedings to take place at Closing as set out in clauses 7.2 and 7.3 shall be deemed to take place simultaneously (to the extent practically possible), and shall be mutually conditional upon each other. Each Party may (in addition to and without prejudice to all other rights and remedies available to it) revoke any actions, deliveries and proceedings taken by it under clauses 7.2 and 7.3 (as applicable), and demand reversal of the same until the other Party has performed all of its obligations thereunder. |
|
7.4.2 |
Upon adjournment of Closing, the Parties shall sign a closing memorandum evidencing that all Closing Conditions have been satisfied or waived (in accordance with clause 6.3.2) and that Closing has taken place in accordance with this Agreement. |
|
7.5 |
Post-Closing actions |
|
7.5.1 |
The Buyer shall without undue delay following Closing ensure that the resigning shareholder elected board members are deregistered as members of the board of the Group Companies with the NRBE. |
|
8 |
BUYER'S WARRANTIES AND COMPENSATION BY THE BUYER |
|
8.1 |
The Buyer represents and warrants to the Seller that each of the Buyer's Warranties are true, accurate and not misleading as at the Agreement Date and as at Closing (unless otherwise is set out in the individual warranty). |
|
8.2 |
The Buyer shall compensate the Seller for any Loss which the Seller suffers due to a breach of the Buyer's Warranties or as a result of any covenant or other obligation of the Buyer contained in this Agreement. |
|
9 |
SELLERS' WARRANTIES |
|
9.1 |
Each Seller represents and warrants to the Buyer that each of the Sellers' Warranties are true, accurate and not misleading as at the Agreement Date and as at the Closing Date respectively (unless otherwise is set out in the individual warranty). |
|
9.2 |
Except for the Sellers' Warranties, no Seller makes any express or implied warranty or representation in respect of the Shares, the Group or its liabilities, business or assets. |
|
9.3 |
Breach of the Sellers' Warranties shall constitute the only valid basis for any claims of whatever nature from the Buyer related to the condition of the Shares or the Group Companies, or their liabilities, assets or operation, including their legal, financial, commercial or technical state or situation, save with respect to any breach by the Seller of any specific covenant or undertaking under this Agreement. The Buyer may not make any claims against any Seller on the basis of the principles of defectiveness in the background law (Norwegian: bakgrunnsrettens regler om mangler), including the Norwegian Act on Sale of Goods no. 27/1988 (Norwegian: lov nr. 27/1988, kjøpsloven). |
|
10 |
WARRANTY CLAIMS, SELLER'S LIABILITY AND CONDUCT OF CLAIMS |
|
10.1 |
Compensation by the Seller |
|
10.1.1 |
Subject to the provisions and limitations set out in this clause 10, each Seller shall compensate the Buyer for any Loss which the Buyer and/or any Group Company suffers due to a breach of any covenant or other obligation of such Seller contained in this Agreement. |
|
10.1.2 |
When calculating a Loss arising from a Claim, any savings by (or net benefit to) the Buyer or any Group Company resulting from the facts, matters, event or circumstances giving rise to that Claim shall be taken into account, including any reduced Taxation on the Buyer or any Group Company resulting from such facts, matters, event, circumstances or Loss. |
|
10.2 |
W&I Insurance |
|
10.2.1 |
The Buyer confirms that it has entered into, or prior to Closing will enter into, the W&I Insurance with the W&I Insurance Provider which: |
|
(a) |
subject to the terms of the W&I Insurance, will cover any loss arising from a Warranty Claim; and |
|
(b) |
will exclude any right of subrogation or recourse (Norwegian: regressrett) from the W&I Insurance Provider against any Seller, save for in the event of fraud on the part of such Seller, and in such case only against such Seller acting fraudulently. |
|
10.2.2 |
Any Warranty Claims shall be made against the W&I Insurance Provider under the W&I Insurance, and the Buyer has no right to make any Warranty Claim towards any Seller, regardless of whether (i) the facts, matters, event or circumstances giving rise to that Warranty Claim occurred in the period between the Agreement Date and Closing, or (ii) the Warranty Claim is excluded from coverage under the W&I Insurance. |
|
10.2.3 |
Notwithstanding clause 10.2.2, the Buyer may make a Title and Capacity Warranty Claim against the relevant Seller, provided that, |
|
(a) |
the Buyer shall be obligated to primarily seek compensation under the W&I Insurance before making a Title and Capacity Warranty Claim against a Seller; and |
|
(b) |
the Buyer shall only have the right to make a Title and Capacity Warranty Claim against the relevant Seller if and to the extent such Title and Capacity Warranty Claim has not been fully compensated under the W&I Insurance and the Buyer's right to receive compensation has been exhausted; and then only for the excess amount not so compensated under the W&I Insurance. |
|
10.2.4 |
The costs for the W&I Insurance shall be borne by the Buyer, provided however that the Sellers shall reimburse the Buyer for 50% of such documented costs, limited upwards to an aggregate amount of NOK 2,000,000 (Norwegian kroner two million), payable at Closing. The final underwriting of the W&I Insurance, the failure to satisfy or fulfil any condition, clause or provision of the W&I Insurance (including payment of fees and other costs of the W&I Insurance) or the termination, expiration or invalidity of the W&I Insurance (for any reason, including failure by the W&I Insurance Provider to fulfil its obligations under the W&I Insurance due to insolvency or similar) shall not give rise to any liability of any Seller to the Buyer for breach of any of the Sellers' Warranties. |
|
10.2.5 |
If there is any conflict or other inconsistency between this clause 10.2 and any other provision of this Agreement, this clause 10.2 shall prevail. |
|
10.3 |
Notification of Claims and time limitations |
|
10.3.1 |
The time limitations with respect to Warranty Claims are set out in the W&I Insurance. |
|
10.3.2 |
With respect to any Claim, the following shall apply: |
|
(a) |
The relevant Seller is not liable for any Claim unless the Buyer has notified such Seller (such notification, a "Claim Notice") of the Claim within forty-five (45) Business Days after the date when the Buyer became aware, or, in respect of other Claims than Claims for breach of clause 12.2 (Non-competition) or 12.3 (Non-solicitation of employees), should have become aware, of the facts, matters, event or circumstances underlying the Claim. The Claim Notice shall include a specification of the relevant facts, matters, event or circumstances giving rise to that Claim and the amount or an estimate of the Loss incurred or suffered. |
|
(b) |
The relevant Seller is not liable for any Title and Capacity Warranty Claim pursuant to clause 10.2.3, if the Buyer has not given a Claim Notice in accordance with clause 10.3.2 (a) above, within the date that is three (3) years after the Closing Date; and |
|
(c) |
The relevant Seller is not liable for any other Claim, if the Buyer has not given a Claim Notice in accordance with clause 10.3.2 (a) within the date that is twelve (12) months after the Closing Date. |
|
10.4 |
Financial limitations |
|
10.4.1 |
The financial limitations with respect to any Warranty Claim, including de minimis, retention and total liability cap, is set out in the W&I Insurance. |
|
10.4.2 |
Each Seller's aggregate liability in respect of all Claims made under the Agreement shall in no circumstances exceed such Seller's pro rata share of the Purchase Price. |
|
10.5 |
Specific limitations |
|
10.5.1 |
No Seller shall have any liability in respect of any Claim if (and to the extent that) the facts, matters, event or circumstances giving rise to that Claim are remediable and are remedied by or at the expense of the relevant Seller to the reasonable satisfaction of the Buyer within 25 Business Days following the Seller’s receipt of notice of the Claim. |
|
10.5.2 |
No Seller is liable in respect of a Claim to the extent that the Loss arising from the Claim would not have arisen but for, or is increased directly or indirectly as a result of: |
|
(a) |
any legislation not in force at the Agreement Date or which takes effect retroactively, or occurs as a result of any change in administrative practice or increase in the Tax rate in force at the Agreement Date or any change in the practice of Tax authorities; |
|
(b) |
the Buyer having failed to act in accordance with clause 10.7 (Third party claims) in connection with a Third Party Claim; or |
|
(c) |
any change made after Agreement Date in the accounting policies, bases, methods or practices of the Buyer or its Affiliates. |
|
10.5.3 |
No Seller is liable in respect of a Claim if the Claim arises: |
|
(a) |
after Closing, due to (as determined pursuant to general principles of Norwegian contract law) actions of the Buyer or any of its Affiliates or its or their directors, officers, employees; or |
|
(b) |
before or after Closing, at the written request of, or with the written consent of, the Buyer or any of its Affiliates or an authorised agent or adviser of the Buyer or any of its Affiliates. |
|
10.5.4 |
No Seller is liable in respect of a Claim if the matter giving rise to that Claim was provided for or reserved for in the Accounts or the Locked Box Accounts or has otherwise been taken into consideration in the calculation of the Purchase Price. |
|
10.5.5 |
No Seller is liable in respect of a Claim based on budgets, projections, forecasts or forward-looking statements made by or in relation to the Group Companies with respect to future performance. |
|
10.5.6 |
No Seller is liable in respect of a Claim if and to the extent the Loss arising from that Claim is an amount for which any Group Company or the Buyer has a right of recovery against, or an indemnity from, a Person other than such Seller, whether under contract, insurance policy, any provision of Applicable Law or otherwise howsoever (or in respect of an insurance policy, would have been covered had the relevant Group Company maintained in force its insurance cover current at Closing), provided in each case that the Buyer has actually recovered such amount after complying with its obligation to mitigate loss. If a Seller has compensated the Buyer for any Loss arising from a Claim and the Buyer or a Group Company thereafter receives or becomes entitled to recover all or part of such Loss from another Person, then the Buyer shall promptly repay to such Seller an amount equal to (i) the sum of such Seller's payment and the other Person's payment, less (ii) any amount needed to compensate the Buyer for its full Loss. |
|
10.5.7 |
No Seller is liable in respect of a Claim if the Buyer was actually aware on or before the Agreement Date of the fact, matter, event or circumstance giving rise to that Claim. Without limiting the generality of the foregoing, the Buyer shall be treated as being aware of all facts, matters and circumstances of which any member of the Buyer Deal Team was actually aware as at such date or which have been Fairly Disclosed. |
|
10.6 |
Liability among Sellers |
|
10.6.1 |
Any and all of the covenants, liabilities and obligations of each of the Sellers under this Agreement are several and not joint, and no claim may be made against any Seller in respect of any breach of this Agreement by any other Seller. The several and not joint liability of the Sellers shall be on a pro rata basis based on each Seller's portion of the Purchase Price. Notwithstanding anything to the contrary in this Agreement, the Title and Capacity Warranties are given by each Seller individually, and each Seller may only be held liable for its own breach of a Title and Capacity Warranty, limited to an amount equal to its portion of the Purchase Price, and subject always to clause 10.2. |
|
10.7 |
Third party claims |
|
10.7.1 |
The Buyer shall inform the relevant Seller without undue delay if it receives notice of any claim from a third party which may reasonably be expected to give rise to a Claim (a "Third Party Claim"). |
|
10.7.2 |
If the relevant Seller has confirmed in writing that it, subject to the limitations of this clause 10.7 will indemnify the Buyer against all Losses that the Buyer may incur from a Third Party Claim, such Seller shall have the right to assume and control the defence of such Third Party Claim at such Seller's cost and expense and through counsel of such Seller's choice. The Buyer shall at its own cost and expense be entitled to participate in the defence. |
|
10.7.3 |
If the relevant Seller has not provided the Buyer with such confirmation in respect of a Third Party Claim, the Buyer shall, in consultation with such Seller, have the lead and control of the defence of any legal or arbitration proceedings of the Third Party Claim, subject to the rights of any third party insurers. Such Seller shall, at the cost and expense of the Sellers and subject to written notice to the Buyer, be entitled to be consulted on the defence. |
|
10.7.4 |
The Buyer shall not make any settlement, admission of liability, agreement or compromise of any such proceeding without the prior written approval of the relevant Seller, which shall not be unreasonably withheld. |
|
10.7.5 |
No Seller shall have any liability for any loss incurred by the Buyer which results from the Buyer's breach of the provisions of this clause 10.7. |
|
10.8 |
Mitigation |
|
10.8.1 |
The Buyer shall take all actions reasonably required pursuant to general principles of Norwegian contract law to mitigate any loss arising from a Claim or which might give rise to a Claim, including, without limitation by not (unless otherwise required under Applicable Law) proactively notifying any third party or Governmental Body of any matter which may result in a Claim against the Sellers under clause 3.3 (Holdback Amount). |
|
10.9 |
General |
|
10.9.1 |
The limitations on the Sellers' liability set out in this clause 10, save for any several and not joint liability agreed pursuant to clause 10.6 (Liability among Sellers) shall not apply to any Claim which is based on (i) breach of clauses 12.2 (Non-competition) or 12.3 (Non-solicitation of employees), or (ii) fraud, in each case on the part of the relevant Seller. The foregoing does not limit the Buyer's obligation under clause 10.2, to primarily seek compensation under the W&I Insurance for any Warranty Claims. |
|
10.9.2 |
The Buyer shall not be entitled to recover more than once in respect of the same circumstances giving rise to a Claim. |
|
11 |
BUYER'S COVENANT |
|
11.1 |
The Buyer waives any rights and claims which it may have against any representatives, former, current or future employee, director or officer of any Seller or any Seller's Affiliates, or any Group Company, in respect of any misrepresentation, inaccuracy or omission in any information or advice given by them to the Buyer in connection with the Transaction, including in the Disclosed Information. |
|
11.2 |
If, after the Closing Date: |
|
(a) |
the Buyer or any of its Affiliates, including any Group Company asserts a claim against any Seller or any of its Affiliates or any of their respective advisers, representatives, former, current or future employees, directors or officers in relation to such Seller or such Affiliates' capacity as former direct or indirect shareholder of any Group Company on or before the Closing Date, except for (i) claims arising out of any agreements between any Group Company and any Seller or any of its Affiliates and (ii) claims pursuant to rights expressly provided for in this Agreement; |
|
(b) |
a third party that is not a Group Company asserts a claim against any Seller or any of its Affiliates or any of their respective advisers, representatives, former, current or future employees, directors or officers, either alongside or instead of any Group Company, arising from the Group's business operations or a legal relationship of such third party with any Group Company or in respect of any real property of any Group Company in respect of the period prior to the Closing Date; or |
|
(c) |
a Governmental Body issues an order or administrative decision against any Seller or any of its Affiliates or any of their respective advisers, representatives, former, current or future employees, directors or officers arising from any Group Company's business operations or in respect of any real property of any Group Company in respect of the period prior to the Closing Date, |
|
11.3 |
the Buyer shall on demand (Norwegian: påkravsgaranti) by the relevant Seller pay to such Seller or any of its Affiliates or any of their respective advisers, representatives, former, current or future employees, directors or officers an amount equal (on a NOK for NOK basis) to any Loss that such Person has actually incurred in relation to any such claim, provided that clause 11.1 and this clause 11.2 shall not apply to any claims that are based on (i) actions of such Seller or any of its Affiliates or any of their respective advisers, representatives, former, current or future employees, directors or officers after the Closing Date, (ii) fraud on the part of such Person, or (iii) the business activities of any Seller or any of its Affiliates, including, without limitation, claims related to goods or services sold by them under contractual relationships with any Group Company. Each of the Sellers and any of their Affiliates and any of their respective advisers, representatives, former, current or future employees, directors or officers may invoke this clause 11. |
|
12 |
POST-CLOSING OBLIGATIONS |
|
12.1 |
Access to material |
|
12.1.1 |
Upon reasonable notice, the Buyer shall procure that the Group Companies after Closing grant the Sellers reasonable access to accounting material and other relevant information from the period before Closing, to the extent this is required for the Sellers to comply with their statutory obligations. The Parties and the Group Companies shall carry their own costs incurred in connection with the foregoing. |
|
12.2 |
Non-competition |
|
12.2.1 |
To the extent permitted by law, and for a period of two (2) years from the Closing Date, (i) each of Havn and IKM shall not, and shall procure that its Affiliates shall not, actively engage in business which is in direct competition with the Pumped MPD Solution carried out by the Group as of the Agreement Date, and (ii) neither TSFVL nor its Affiliates shall independently develop and commercialize its own proprietary pumped MPD solution for direct competition with the Pumped MPD Solution. |
For the purposes of this clause 12.2, “Pumped MPD Solution” means the use, during the well construction process, of a Subsea Pump (being a pump located more than 50 metres below the waterline) to add energy to the drilling mud returning back to surface.
|
12.2.2 |
Notwithstanding the foregoing, this undertaking shall not restrict TSFVL or any of its Affiliates from: |
|
(a) |
purchasing, renting, testing, evaluating, installing, integrating, recommending, accepting or using any third-party, customer-supplied, contractor-supplied or commercially available pumped MPD system or similar technology on any of its rigs or in connection with any drilling operation; |
|
(b) |
complying with requirements imposed by customers or other contractual counterparties regarding the use of specific pumped MPD systems or technologies; |
|
(c) |
conducting ordinary-course drilling operations, including operating, managing or contracting its rigs in the normal course of business; |
|
(d) |
managing its broader technology and IP portfolio, including developing, acquiring, licensing or using technologies that are not pumped MPD solutions intended to directly compete with the EDR technology; |
|
(e) |
acquiring or investing in any business or technology, provided that, where such business includes a pumped MPD solution constituting a restrictive Pumped MPD Solution, TSFVL shall use reasonable endeavours to ensure that the relevant Pumped MPD activities are wound down or divested within 6 months following completion of such acquisition. |
|
12.2.3 |
To the extent permitted by law, and for a period of two (2) years from the Closing Date, SVBV shall not make a new investment in a company which has an offering of a pumped MPD solution that is in direct competition with the Pumped MPD Solution carried out by the Group as of the Agreement Date. Notwithstanding the foregoing, this undertaking shall not restrict SVBV from: |
|
(a) |
investing in, or maintaining an existing investment in, any company whose business includes solutions adjacent to, or capable of interface with, managed pressure drilling but which does not constitute a proprietary pumped MPD solution in direct competition with the Pumped MPD Solution; |
|
(b) |
conducting its ordinary investment management activities, including managing, monitoring, supporting or governing any portfolio company in accordance with SVBV's existing governance frameworks and shareholder agreements, it being acknowledged that SVBV, as a minority investor, does not direct the product or commercial strategy of its portfolio companies and shall have no obligation to procure that any portfolio company refrains from, winds down or divests any business activity, |
and, for the avoidance of doubt, this undertaking applies solely to SVBV in its capacity as a direct investor and shall not extend to any other Affiliate of Shell plc or to Shell plc itself.
|
12.2.4 |
This undertaking shall not prevent anyone from (i) acquiring or holding shares representing no more than five per cent of the issued share capital of any company which is listed on a recognized stock exchange, (ii) investing in publicly available UCITS funds or other funds where the investor cannot control the investments made by the fund or (iii) continuing engagements which are ongoing as of the Agreement Date. |
|
12.3 |
Non-solicitation of employees |
|
12.3.1 |
To the extent permitted by law, and for a period of two (2) years from the Closing Date, each of Havn, SVBV, IKM and TSFVL shall not, and (other than SVBV) shall procure that their respective Affiliates shall not, directly or indirectly, solicit or entice away from any Group Company any of the Key Employees. Notwithstanding the preceding sentence, the Sellers shall not be precluded from making any public advertisement or other general solicitation of employment not specifically directed at such employees and hiring any such employees who respond to such public advertisement or other general solicitation, without any solicitation. |
|
13 |
SELLERS' REPRESENTATIVE |
|
13.1 |
Each of the Sellers hereby irrevocably appoints the Sellers' Representative as the sole representative of such Seller to act on his/her/its behalf for all purposes under this Agreement including for the purposes of: |
|
(a) |
accepting notices on behalf of such Seller in accordance with clause 15.6 (Notices); |
|
(b) |
granting any consent or approval on behalf of such Seller under this Agreement; |
|
(c) |
negotiating, agreeing, executing and delivering any amendments or supplements to and granting any waivers or consents under this Agreement and any other agreement entered into in connection with the Transaction, including a waiver of any of the Closing Conditions; and |
|
(d) |
generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by such Seller or the Sellers' Representative on behalf of such Seller (including, but not limited to any execution of any document or performing any act in connection with Closing). |
|
13.2 |
Each Seller hereby irrevocably appoints the Sellers' Representative as its attorney with full authority on its behalf and in the Seller's name or otherwise to do all acts and to execute and deliver such documents or deeds as are required by Applicable Law or as may, in the reasonable opinion of the Sellers' Representative, be required to give effect to the matters described in this clause 13, including but not limited to delegating such powers, partly or fully, to any other Person. |
|
13.3 |
The Buyer and each Seller acknowledge that in exercising the powers and authorities conferred by this clause 13 upon the Sellers' Representative, the Sellers' Representative shall not be acting, or be construed as acting, as the agent or trustee on behalf of any Seller, and each Seller and the Buyer agree that the Sellers' Representative shall have no liability whatsoever to the Buyer or any Seller in relation to the exercise of those powers and authorities, save to a Seller in the case of fraud. |
|
13.4 |
All communication from the Buyer to the Sellers' Representative, in its capacity as Sellers' Representative, is deemed to be given to each of and all of the Sellers. |
|
13.5 |
If the Sellers' Representative appointed as at the Agreement Date is unable to act as Sellers' Representative, then the Sellers shall appoint, by majority vote, another person to act as Sellers' Representative. The Sellers shall notify the Buyer of the new Sellers' Representative, and any change of the Sellers' Representative shall be effective from the time the Buyer receives notice of such change. |
|
14 |
ANNOUNCEMENTS AND CONFIDENTIALITY |
|
14.1 |
The Buyer shall in its sole discretion be entitled to make announcements in connection with the existence or subject matter of this Agreement in accordance with its rights and obligations as part of a publicly listed group. The Sellers right to make announcements shall be limited to: |
|
(a) |
any announcement required by Applicable Law; and |
|
(b) |
the right to announce that the Transaction has been agreed and/or completed (whenever applicable), provided that (unless with the Buyer’s prior written approval) any such announcement shall (i) only be made after the Buyer’s equivalent announcement and (ii) include the information contained in the Buyer’s prior announcement and any other publicly available information at the time of such announcement. |
|
14.2 |
The Sellers and the Buyer shall keep confidential, and shall cause their respective directors, officers, employees, agents, advisors and Affiliates to keep confidential, this Agreement and any written, oral or other information obtained in confidence from the other Party or any Group Company in connection with the Transaction. |
|
14.3 |
Each Seller shall after Closing keep confidential, and shall cause its respective directors, officers, employees, agents, advisors and Affiliates to keep confidential, any business secrets or other information of a confidential nature related to any Group Company and such company's business and operations. |
|
14.4 |
Neither clause 14.2 or 14.3 shall apply (a) to information which becomes publicly available through no fault of a Party; (b) to the extent that the disclosure or use of information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (c) to the extent that the disclosure or use of information is required by Applicable Law. Further, clause 14.2 shall not apply where the disclosure is made to a third party in connection with a due diligence of the Party, and the relevant third party has undertaken to keep the information confidential. |
|
15 |
GENERAL |
|
15.1 |
Entire agreement |
|
15.1.1 |
This Agreement constitutes the entire agreement between the Parties relating to the Transaction and supersedes all previous agreements, whether oral or in writing, between the Parties relating to the Transaction. |
|
15.2 |
No amendments |
|
15.2.1 |
This Agreement may only be changed or modified by an agreement in writing signed by the Parties. |
|
15.3 |
Termination |
|
15.3.1 |
This Agreement may be terminated at any time prior to Closing by: |
|
(a) |
written agreement between the Parties; |
|
(b) |
by a Party whose Closing Conditions have not been satisfied or waived before the Long Stop Date, for whatever reason, other than if the reason for such Closing Conditions not being satisfied is the fault or breach of this Agreement by the Party seeking to terminate this Agreement, by written notice from such terminating Party to the other Party; or |
|
(c) |
by either Party, if the other Party has committed a material breach of its obligations under this Agreement (it being understood that a material breach of the Sellers’ Warranties shall not be deemed a material breach of the Agreement for the purpose of this clause). |
In respect of (b) (c) above, the Sellers shall be considered as one Party such that termination under clauses (b) (c) with respect to the Sellers only can be made jointly among the Sellers (and for the avoidance of doubt, the termination will in such case apply to all Sellers, i.e. the Agreement will be terminated in its entirety and for all Parties), and no Seller can terminate as a result of a breach of one or more other Sellers.
|
15.3.2 |
If this Agreement is terminated pursuant to clause 15.3.1, all further obligations of the Parties pursuant to this Agreement shall terminate and have no further effect, and neither Party shall have any claim against the other under this Agreement, provided that: |
|
(a) |
termination shall not affect any accrued rights or liabilities of any Party in respect of damages for any breach of this Agreement prior to such termination; |
|
(b) |
where a Party has terminated this Agreement on the basis of a breach of this Agreement by the other Party, such termination shall not affect the terminating Party's right to seek compensation for the economic loss resulting from the termination of this Agreement; |
|
(c) |
the Parties' obligations set out in clauses 10 (Warranty Claims, Seller's liability and conduct of claims), 14 (Announcements and Confidentiality), 15 (General) and 16 (Governing Law and Dispute Resolution), shall survive such termination. |
|
15.3.3 |
No Party shall in any circumstances be entitled to rescind or terminate this Agreement following Closing. |
|
15.4 |
Transfer of rights and obligations |
|
15.4.1 |
No Party may transfer its respective rights or obligations under this Agreement to any other Person (whether by transfer, merger, amalgamation or otherwise) without the prior written consent of the other Parties. |
|
15.4.2 |
Notwithstanding clause 15.4.1, |
|
(a) |
the Buyer may assign in whole or in part the benefit of this Agreement or otherwise transfer, pledge or grant any other security interest in, or over, its rights under this Agreement (including, for the avoidance of doubt, the benefit of any representations and warranties) to any bank, financial institution, lender or other entity (and their successors) participating in the financing or refinancing of the transaction hereunder, provided that such assignment, transfer, pledge or granting of any other security interest does not prejudice the rights or increase the obligations or liabilities of the Sellers under this Agreement. |
|
(b) |
any Seller is entitled to (i) transfer its rights and obligations under this Agreement to any Affiliate in connection with a restructuring of such Seller or (ii) resolve dissolution following Closing, and the Buyer waive any and all rights related to such restructuring or dissolution process, including but not limited to making any creditor notice claims or other claims against such Seller or its' shareholders. |
|
15.5 |
Costs and expenses |
|
15.5.1 |
Except if and to the extent expressly provided in this Agreement, each Party shall bear the costs and expenses incurred by it in connection with the preparation, execution and performance of this Agreement and the Transaction, including all fees and expenses of agents, representative, counsel, accountants and other professional advisors. |
|
15.6 |
Notices |
|
15.6.1 |
Any notice to be given under this Agreement shall be in writing and in the English language. Such notice shall be deemed duly given or made when delivered personally or by post or email to the relevant Party using the following contact details (which may be changed by the relevant Party upon prior written notification to the other Party): |
|
If to the Sellers: |
|
|
Havn Capital Veritasveien 25 4007 Stavanger |
|
|
For the attention of Greg Herrera |
|
|
gh@evpe.com |
|
With a copy to: |
Wikborg Rein Advokatfirma AS |
|
P.O. Box 1513 Vika 0117 Oslo Norway |
|
|
For the attention of Sigurd Opedal |
|
|
sop@wr.no with a copy to corporate.notifications@wr.no |
|
If to the Buyer: |
Expro Holdings UK3 Limited |
|
2nd Floor, Forbury Square |
|
|
Davidson House, Reading, Berkshire |
|
|
RG1 3EU United Kingdom For the attention of John McAlister, Director John.mcalister@expro.com |
|
With a copy to: |
Advokatfirmaet BAHR AS |
|
P.O. Box 1524 Vika 0117 Oslo Norway |
|
|
For the attention of Øystein Guvåg |
|
|
ogu@bahr.no |
|
15.7 |
Invalidity etc. |
|
15.7.1 |
Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction, shall not affect the validity, legality or enforceability of the relevant provision in any other jurisdiction, or of any other provision of this Agreement in any jurisdiction. Notwithstanding the foregoing, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision found to be invalid, illegal or unenforceable. |
|
15.8 |
Overdue interest |
|
15.8.1 |
If a Party which is required to pay any sum (including interest) under this Agreement fails to pay such sum when due for payment, it shall pay interest on such sum for the period from and including the due date up to the date of actual payment in accordance with the Norwegian act relating to interest on overdue payment of 1976 (Norwegian: forsinkelsesrenteloven). |
|
16 |
GOVERNING LAW AND DISPUTE RESOLUTION |
|
16.1 |
This Agreement shall be governed by and construed in accordance with Norwegian law. |
|
16.2 |
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act 2004 (Norwegian: lov nr. 25/2004, voldgiftsloven). |
|
16.3 |
If the amount in dispute does not exceed NOK 5,000,000 the matter shall be resolved by a sole arbitrator. The amount in dispute includes the claims made in the request for arbitration and any counterclaims made in the response to the request for arbitration. |
|
16.4 |
The place of arbitration shall be Oslo, Norway and the language of the arbitration shall be English. |
|
16.5 |
The dispute, the arbitration proceedings, the documentation and testimony exchanged during the arbitration and the arbitral award shall be confidential. |
|
16.6 |
The Parties may also agree to attempt mediation. |
* * * * *
|
For and on behalf of Havn Capital Fund I AS
/s/ Helge Tveit Name: Helge Tveit Capacity: CEO |
For and on behalf of Shell Ventures B.V.
/s/ Sabine Looijen Name: Sabine Looijen Capacity: Director
/s/ Jermaine Saaltink Name: Jermaine Saaltink Capacity: Director |
||
|
For and on behalf of CDI AS
/s/ Thomas Arthur Hasler Name: Thomas Arthur Hasler Capacity: Chair of the board |
For and on behalf of HC Invest AS
/s/ Harald Inge Hufthammer Name: Harald Inge Hufthammer Capacity: Chair of the board |
||
|
For and on behalf of Kråko Invest AS
/s/ Bernt Sigurd Eikemo Name: Bernt Sigurd Eikemo Capacity: Chair of the board |
For and on behalf of IKM Gruppen AS
/s/ Ståle Kyllingstad Name: Ståle Kyllingstad Capacity: Chair of the board |
||
|
For and on behalf of Transocean Sedco Forex Ventures Limited
/s/ Chelsea Hassel Name: Chelsea Hassel Capacity: President TSFVL |
For and on behalf of EWTG MIP AS
/s/ Kjetil Lunde Name: Kjetil Lunde Capacity: Chair of the board |
||
|
For and on behalf of Expro Holdings UK 3 Limited
/s/ Tulio Scacciati Name: Tulio Scacciati Capacity: Attorney-in-fact |
Expro Group Holdings N.V. hereby guarantees as its own debt towards the Sellers for the Buyer's due and timely fulfilment for all its obligations under this Agreement, including but not limited to payment of the Purchase Price on Closing (Nw: Selvskyldnerkausjon):
|
For and on behalf of Expro Group Holdings N.V.
/s/ Tulio Scacciati Name: Tulio Scacciati Capacity: Attorney-in-fact |
|||
APPENDIX 1 SELLERS
|
Shareholders |
Number of shares |
Ownership (%) |
|
Havn Capital Fund I AS |
181,504 |
38.20 |
|
Shell Ventures B.V. |
96,000 |
20.20 |
|
CDI AS |
6,255 |
1.32 |
|
HC Invest AS |
6,254 |
1.32 |
|
Kråko Invest AS |
1,853 |
0.39 |
|
IKM Gruppen AS |
62,225 |
13.09 |
|
Transocean Sedco Forex Ventures Limited |
92,593 |
19.49 |
|
EWTG MIP AS |
28,500 |
6.00 |
|
475,184 |
100 |
APPENDIX 2 SUBSIDIARIES
|
Company |
Reg. no. |
State of incorporation |
|
Enhanced Well Technologies Group AS |
922 585 881 |
Norway |
|
Enhanced Well Technologies AS ("EWT") |
922 585 873 |
Norway |
|
Enhanced Drilling Holding AS ("EDH") |
992 821 191 |
Norway |
|
Enhanced Drilling AS ("ED") |
978 712 606 |
Norway |
|
Enhanced Drilling International AS ("EDI") |
934 948 254 |
Norway |
|
Enhanced Drilling International ll AS ("EDI II") |
936 756 670 |
Norway |
|
Enhanced Drilling International lll AS ("EDI III") |
937 180 322 |
Norway |
|
Enhanced Drilling Inc. ("ED US") |
800549652 |
The United States |
|
Enhanced Drilling UK Ltd. ("ED UK") |
SC473163 |
Scotland |
|
Enhanced Drilling Australia Pty. Ltd. ("ED AUS") |
126 722 610 |
Australia |
|
Enhanced Drilling Brazil |
33.2.0861230-8 |
Brazil |
|
Baku Branch |
1700482231 |
Azerbaijan |
|
Baku Branch II |
2005616401 |
Azerbaijan |
|
Romania Branch |
50595703 |
Romania |
APPENDIX 4 BUYER'S WARRANTIES
|
1. |
Legal status and corporate power |
|
1.1 |
The Buyer is a private limited liability company duly organized and validly existing under the laws of England and Wales. |
|
1.2 |
The Buyer has the power and authority necessary to execute and deliver this Agreement and to execute and perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Buyer. Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms. |
|
2. |
Insolvency |
|
2.1 |
The Buyer is not insolvent, nor subject to any legal proceedings before any court or Governmental Body with regard to claims for voluntary or involuntary dissolution, liquidation or bankruptcy, debt negotiations or appointment of trustee or liquidation board. |
|
3. |
No conflict |
|
3.1 |
Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, by the Buyer conflict with or violate |
|
(a) |
the articles of association, or any resolution by the board of directors or the general meeting or similar corporate body, of the Buyer; |
|
(b) |
any agreement or other instrument by which the Buyer is bound; or |
|
(c) |
any Applicable Law. |
|
4. |
No knowledge |
|
4.1 |
The Buyer has completed its due diligence investigation of the Group Companies to its satisfaction and has no outstanding requests for further information. As of the Agreement Date, the Buyer has no knowledge of any fact or circumstance which would give rise to a Claim. |
|
5. |
Financing |
|
5.1 |
The Buyer has secured financing or has sufficient funds available to pay the Purchase Price and all costs and expenses that the Buyer is or may become required to make pursuant to this Agreement. |
|
6. |
Approval |
|
6.1 |
Save for the Regulatory Clearances, no consent, approval or filing with any Governmental Body is required to authorise this Agreement or to permit the transactions contemplated hereby. |
APPENDIX 5 SELLERS' WARRANTIES
|
1. |
Legal status and corporate power |
|
1.1 |
Each Seller is duly organized and validly existing under the laws of its jurisdiction of incorporation. |
|
1.2 |
Each Seller has the power and authority necessary to execute and deliver this Agreement and to execute and perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by each Seller. Assuming the due authorization, execution and delivery of this Agreement by the Buyer, this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. |
|
1.3 |
Each Group Company is duly organized and validly existing in its respective jurisdiction, and has all requisite power and authority to own its assets and to conduct its business in the manner in which it is now being conducted. Neither the Group Companies' ownership to their assets nor the conduct of their respective business violates their respective articles of association or similar constitutional documents. Each Group Company is in good standing under its laws of incorporation to the extent applicable under such laws. |
|
1.4 |
Each Group Company is duly registered in all mandatory public registers in its respective jurisdiction of incorporation and there are no circumstances relating to the Group Companies that pursuant to mandatory Applicable Law should have been, but that are not, registered in the public mandatory government registers. |
|
1.5 |
No Group Company has issued any power of attorney or similar authority to any Person which remains in force, authorising such Person to represent and bind it, either in general or for any special purposes, other than authorities given to its officers and employees in the normal course of their duties. |
|
2. |
No conflict |
|
2.1 |
Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, by any Seller, does: |
|
(a) |
conflict with or violate the articles of association or similar constitutional document, or any resolution by the board of directors or the general meeting or similar corporate body, of such Seller or any Group Company; |
|
(b) |
conflict with or violate any Applicable Law applicable to such Seller or any order, judgment or decree of any Governmental Body to which such Seller is a party or by which such Seller is bound or submits; |
|
(c) |
conflict with or violate any agreement or other instrument by which such Seller or any Group Company is bound, or trigger a right for any Person to terminate, amend, renegotiate, or require any payment or concession under, any agreement of any Group Company which is material in the context of the transactions contemplated by this Agreement; or |
|
(d) |
result in any Encumbrance over any of the assets of any Group Company which is material in the context of the transactions contemplated by this Agreement. |
|
3. |
The Shares and the shares of the Subsidiaries |
|
3.1 |
Each Seller has full legal title and ownership to its Shares as set out in Appendix 1. The Shares in aggregate constitute 100 % of the aggregate issued shares of the Company on a fully diluted basis and are validly issued, fully paid and free and clear of any Encumbrances. There is no agreement, conditional or unconditional, to create any Encumbrance over any of the Shares. Upon Closing, the Buyer obtains full title and ownership to the Shares, free and clear of any Encumbrances. |
|
3.2 |
There are no outstanding securities of the Company convertible into or exchangeable for, or options or other rights to acquire from the Company, or any other obligation on the Company to issue, shares of the Company. The Company has no outstanding obligations to repurchase or redeem any shares. |
|
3.3 |
The Company and its Subsidiaries (as the case may be) have full legal title and ownership to the shares of the Subsidiaries. The shares of each Subsidiary as described in Appendix 1 constitute 100% of all issued shares of the respective Subsidiaries on a fully diluted basis and are validly issued, fully paid and free and clear of any Encumbrances. There is no agreement, conditional or unconditional, to create any Encumbrance over any of the shares of any of the Subsidiaries. |
|
3.4 |
There are no outstanding securities of the Subsidiaries convertible into or exchangeable for shares of the Subsidiaries. There are no options or other rights to acquire from the Subsidiaries, or any other obligation on the Subsidiaries to issue, shares of the Subsidiaries. The Subsidiaries have no outstanding obligations to repurchase or redeem any shares. |
|
3.5 |
No Person has claimed, or, to the Sellers' Knowledge, has any reason to claim or can be expected to claim, to have any right which conflicts with the warranties set out in this paragraph 3. |
|
4. |
No other subsidiaries or memberships |
|
4.1 |
No Group Company (a) holds or has agreed to acquire any securities of any company which is not a Group Company, or (b) is a member of any form of partnership, joint venture, consortium, profit or income sharing arrangement, or any association other than a recognized trade organization. |
|
5. |
No claims or guarantees |
|
5.1 |
No Group Company has provided any guarantee, surety or other form of security securing the obligations or liabilities of any third parties (including any Seller and its Affiliates). |
|
6. |
Permits and consent, approval or filing with any Governmental Body |
|
6.1 |
Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, by any Seller, conflicts with, or trigger a right for any Governmental Body to amend or revoke, any permit or license of any Group Company, and no consent, approval or filing with any Governmental Body relating exclusively to any Seller or the Group Companies is required to authorise this Agreement or to permit the Transaction. |
|
7. |
Books and records |
|
7.1 |
All books and records of each Group Company, including constitutional and other corporate documentation such as shareholders' registers, minutes from board of directors and general meetings, articles of association, annual reports, permits and licenses, have been maintained and kept in accordance with Applicable Law, and are readily available in good order at the registered office or IT systems of the relevant Group Company. |
|
8. |
Accounts |
|
8.1 |
The Accounts have been prepared in accordance with Applicable Law, including Section 3-2 (a) of the Norwegian Accounting Act of 17 July 1998 no. 56 (Norwegian: regnskapsloven). The Accounts have been prepared in accordance with the Accounting Principles and give a true and fair view (Norwegian: rettvisende bilde) of the assets and liabilities and the results of operations and cash flow of each Group Company and the Group as a whole on a consolidated basis as at year-end of and for the accounting periods to which they refer. The Accounts make full and adequate disclosure of, and provision for, all obligations and liabilities of the Group Companies and the Group as a whole that are required to be disclosed or provided for pursuant to the Accounting Principles. The Accounting Principles are correctly described in the Accounts (where open for discretion) and the Accounting Principles have been consistently applied during the last three financial years, unless otherwise is explicitly stated in the notes to the Accounts. |
|
9. |
Management accounts |
|
9.1 |
The Group's consolidated management accounts, comprising solely profit and loss reports as presented to the board of directors of the Company, for the last eighteen (18) months before the Agreement Date have been prepared on the basis of the Accounting Principles, as consistently applied and do not materially misstate the results of operations each Group Company and the Group as a whole on a consolidated basis as at the last date of and during the month to which they refer. |
|
10. |
Locked Box Accounts |
|
10.1 |
The Locked Box Accounts have been prepared in accordance with Applicable Law, including Section 3-2 (a) of the Norwegian Accounting Act of 17 July 1998 no. 56 (Norwegian: regnskapsloven). The Locked Box Accounts have been prepared in accordance with the Accounting Principles, as consistently applied, and give a true and fair view (Norwegian: rettvisende bilde) of the assets and liabilities and the results of operations and cash flow of each Group Company and the Group as a whole on a consolidated basis as at and for the period ending on the Locked Box Date. The Locked Box Accounts make full and adequate disclosure of, and provision for, all obligations and liabilities of the Group Companies and the Group as a whole that are required to be disclosed or provided for pursuant to the Accounting Principles.The Locked Box Accounts are not affected by unusual, extraordinary or non-recurring items not specified therein. |
|
10.2 |
All accounts receivable reflected in the Locked Box Accounts (i) have arisen in the Ordinary Course, (ii) were as of the Locked Box Date existing, valid and collectable on the relevant due date for the full-face value, and (iii) have not been contested and are not subject to recovery credit actions. Provisions in the Locked Box Accounts for bad or doubtful debts and claims against Group Companies relating to sales made or services performed have been prepared in accordance with the Accounting Principles consistently applied and in accordance with each Group Company's past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. |
|
10.3 |
The Locked Box Accounts fully recognise (as assets or liabilities) the mark-to-market value of all derivatives (including interest swaps and foreign currency exchange contracts) held by the Group Companies at year-end, and the mark-to-market gain or loss on such contracts in the relevant year. |
|
11. |
Position since the Locked Box Date |
|
11.1 |
Since the Locked Box Date, (i) each Group Company has carried out its business in only in the Ordinary Course and in compliance with Applicable Law in all material respects, and (ii) no Group Company has done or omitted to do anything, which if done or omitted after the Agreement Date, would have constituted a breach of clause 5.1 (Pre-Closing undertakings). |
|
11.2 |
Between the Locked Box Date and the Agreement Date, there has been no material deterioration in the financial position, net working capital or revenue of the Group Companies. |
|
12. |
Assets |
|
12.1 |
All assets included in the Locked Box Accounts as owned were at the Locked Box Date owned by the Group Company for which the Locked Box Accounts were prepared. Since the Locked Box Date, no Group Company has disposed of any assets, except for current assets sold in the Ordinary Course. |
|
12.2 |
The assets owned or leased by each Group Company represent all the assets needed for the conduct of its business in the Ordinary Course. The assets owned or leased by the Group Companies comply with all Applicable Law and requirements needed to be used in the business of each Group Company in its Ordinary Course. The assets of each Group Company are, to the Seller’s Knowledge, in good condition (subject to fair wear and tear), have been maintained in accordance with market standards and are in satisfactory working order. No asset used or held for use in the business of any Group Company are owned by any Seller or any Affiliate of any Seller. |
|
12.3 |
Except as Fairly Disclosed, there are no Encumbrances over any of the assets of the Group except as (a) are reflected in the notes to the Locked Box Accounts; or (b) arise by operation of Applicable Law. |
|
12.4 |
No steps have been taken to enforce any security over any assets of any Group Company and no such enforcement is threatened or expected. |
|
13. |
Real property |
|
13.1 |
No Group Company owns any real property. A complete and correct overview of all of the real property owned or leased by the Group Companies, as well as complete and correct copies of all related lease agreements, are Fairly Disclosed. |
|
13.2 |
Except as Fairly Disclosed, there are no Encumbrances over the real property or lease agreements of the Group Companies. |
|
13.3 |
All guarantees which are required to be established by or on behalf of the relevant Group Companies pursuant to their lease agreements, have been established and are valid. |
|
13.4 |
No party to any of the Group Companies' lease agreements is in breach of its obligations under such agreements and, to the Seller’s Knowledge, no circumstance exist that makes it likely that any party to the Group Companies' lease agreements is likely to become in breach of such agreements. No Group Company has given or received notice of termination or renegotiation of any of its lease agreements, and to the Sellers' Knowledge, no party to any such agreement intends to give any such notice. No lessor has any right to terminate lease agreements with any of the Group Companies as a result of the consummation of this Agreement or the transactions contemplated hereby. |
|
13.5 |
The Group Companies' current use of their leased real properties does not conflict with any Applicable Law, permits, licenses, existing public zoning plans, any proposed changes to such plans, or any third party rights. |
|
13.6 |
All costs in relation with dilapidations (such as costs which the Group Companies may incur to repair the premises and put them, upon expiry of their lease, back in the state they found it at the beginning of such lease, in accordance with the terms of the lease agreements, as the case may be) have been carefully evaluated and sufficiently accrued for, by way of provisions, in the Locked Box Accounts. |
|
14. |
IPR |
|
14.1 |
The Group Companies have the right, either by way of ownership or through licensing, to use all IPR used by them or which are required for the conduct of their respective business in the Ordinary Course. Each Group Company is the exclusive owner of all rights, title and interest in and to its respective Proprietary IPR. |
|
14.2 |
The IPR owned by the Group Companies (including without limitation the Proprietary IPR) are free and clear of any Encumbrances and are exclusively owned by the Group Companies. |
|
14.3 |
No Group Company has granted any license to or otherwise permitted any third party to use any of the IPR owned by such Group Company (including without limitation the Proprietary IPR). |
|
14.4 |
No Group Company is dependent on any material licenses from any third party, excluding licenses for standard software. Where software is licensed to a Group Company, such Group Company is licensed to use the number of copies of such software it is currently using. |
|
14.5 |
All inventions and developments made by any former or current employees or consultants of any Group Company and used by any Group Company in its business were made in the course of the ordinary duties of the employee or consultant. Each Group Company has, and has secured from all employees, consultants and independent contractors and any other Person who contributed to or participated in the creation or development of any IPR for any Group Company, unencumbered and unrestricted exclusive ownership to all of each such Person's IPR in such inventions and developments. No such Person has retained any rights, interest or claims with respect to any IPR developed by such Person or any Group Company. None of the Group Companies’ former or current employees, consultants and contractual counterparties has or purports to have any claim for payment in respect of, or claim for ownership rights to, any IPR owned by any Group Company (including without limitation the Proprietary IPR), nor do any of them have outstanding claims for compensation relating to such IPR. |
|
14.6 |
The registrations and registration applications for all IPR owned by the Group Companies (including without limitation the Proprietary IPR) are subsisting, and not withdrawn, cancelled or abandoned, and all applicable application and renewal fees have been paid. To the Sellers' Knowledge, no reason exists for which any IPR owned and/or used by the Group Companies can be invalidated. |
|
14.7 |
Each Group Company has taken commercially reasonable measures to protect the confidentiality of its trade secrets and confidential information. No Group Company has shared any of its industrial or commercial information and techniques (for the purpose of this paragraph 14, "Know-how") with any third party without protecting such Know-how through an adequate confidentiality agreement with such third party. To the Sellers’ Knowledge, no Group Company has experienced any breach of security or otherwise unauthorised access by third parties to confidential information related to its business. |
|
14.8 |
To the Sellers' Knowledge, neither the products or solutions of the Group Companies, nor the Group Companies’ conduct of their businesses as they are currently conducted or proposed to be conducted, infringe, have infringed or will following Closing infringe the IPR of any third party, and no Group Company has received any written or oral notice from third parties making any allegations to the contrary. To the Sellers' Knowledge, no third party is infringing or has infringed the Group Companies' IPR and no Person has misappropriated or improperly disclosed any trade secret, Know-how or confidential information of any Group Company. |
|
15. |
Information technology (IT) systems |
|
15.1 |
To the Sellers' Knowledge, the Group Companies' internal IT system, including hardware, databases, software, networks and other IT elements used by the Group Companies, operates substantially as intended and no defect or flaw interferes in any material respect with the operation thereof. |
|
15.2 |
To the Sellers' Knowledge, the Group Companies have obtained all licenses or other rights required for the Group Companies' use of the internal IT systems as currently used. All license fees and similar charges which are due and payable in respect of such internal IT systems have been paid. Each of the Group Companies has complied with the terms of all agreements related to its internal IT systems in all material respects. |
|
15.3 |
Each Group Company (i) has implemented customary security measures, such as firewalls, anti-virus software and security policies in order to safeguard its computer systems, and (ii) has customary back-up procedures and contingency plans to secure that no data is lost. |
|
15.4 |
To the Sellers’ Knowledge, no Group Company has during the last 24 months suffered a security incident or been materially adversely affected by any item or code designed to disrupt, interfere, damage, destroy or similarly affect, or provide unauthorised access to, any Group Company’s IT systems. |
|
16. |
Agreements |
|
16.1 |
Complete copies of all Material Agreements (including any amendments to, and waivers of rights under, such agreements) have been Fairly Disclosed. There are no business practices that have materially amended the written terms of any of the Material Agreements. |
|
16.2 |
Other than the Material Agreements, no Group Company is party to an agreement which is strategically material to the Group and its business and operations, and no Group Company has submitted any offer or bid which is outstanding and which if accepted would result in such a material agreement. No Group Company is party to any agreement for the sale or purchase of any company, shares, material assets, business or real property with outstanding obligations, warranty undertakings or indemnities on the part of any Group Company. |
|
16.3 |
All Material Agreements are made at arm's length terms, and are valid, binding and enforceable on the parties to the agreements in accordance with their terms. No party to any Material Agreement has at any time breached, and to the Sellers' Knowledge no such party is likely to become in breach of, its obligations under any Material Agreement. No Group Company has given or received notice of termination, re-negotiation or material modification of any Material Agreement, and to the Sellers' Knowledge, no other party to any Material Agreement intends to give such notice. |
|
16.4 |
No Group Company is party to any agreement, or has submitted any offer or bid which is outstanding and which, if accepted, would result in an agreement, which (a) has not been entered into on arms' length terms in the Ordinary Course, (b) restricts the freedom of any Group Company to carry out its business as carried out at the Agreement Date, including any non-compete or non-solicitation obligations or exclusivity arrangements, (c) would result in any Group Company becoming jointly liable with any third party (including any Seller or its Affiliates), or (d) gives any third party the right to act as an agent for any Group Company. |
|
16.5 |
The business of the Group Companies is not dependent on the services or deliveries of any one supplier or the purchases of any one customer. |
|
16.6 |
Save as Fairly Disclosed, no Material Agreement contains any provision allowing any counterparties to such agreement to renegotiate, amend or terminate the agreement as a result of the Transaction. |
|
17. |
Related party matters |
|
17.1 |
The Disclosed Information contains a complete list of all agreements or contractual arrangement of whatever nature existing as of the Agreement Date between any Group Company, on the one side, and any Seller or its Affiliates or members of the board of directors or management of any Seller, its Affiliates or any of the Group Companies, on the other. All such agreements are entered into on arms' length terms in the Ordinary Course. |
|
17.2 |
Neither any Seller nor any of its Affiliates have any claims against any of the Group Companies, and no Group Company is indebted in any way towards any Seller or any of its Affiliates. No Group Company has provided any guarantee or other security securing the obligations or liabilities of any Seller or any of its Affiliates, and neither any Seller nor any of its Affiliates has provided any guarantee or other security securing the obligations or liabilities of any Group Company. |
|
17.3 |
The business of the Group Companies is not dependent on any real property, assets or rights owned or held by any Seller or any of its Affiliates. |
|
18. |
Defective products and services |
|
18.1 |
No Group Company has made or delivered products or services that are defective, dangerous, unlawful or non-compliant with any contractual requirements or Applicable Law. No Group Company is obligated to repay any amount received by it in consideration of any product or services delivered by it prior to Closing. |
|
19. |
Employees |
|
19.1 |
Complete and accurate particulars of the terms and conditions of the employment of all the Key Employees, including their remuneration (including salary, bonuses, profit-sharing and share option arrangements, pension rights and other benefits), notice periods and non-compete obligations, are Fairly Disclosed. No Group Company has agreed to, or carried out discussions regarding, any amendments to such terms and conditions. |
|
19.2 |
Save as otherwise Fairly Disclosed, the terms and conditions of the employment of all employees of the Group Companies correspond, in all material respects, to those of the relevant Group Companies' standard employment agreements as Fairly Disclosed. |
|
19.3 |
Except for the Key Employees and except as Fairly Disclosed, the employees of the Group Companies do not have a right to any form of remuneration or benefits from the respective Group Company except ordinary fixed salary and overtime payment, and any other benefits as required by Applicable Law. |
|
19.4 |
No Key Employee has resigned from her/his position or given notice of an intention, or to the Sellers' Knowledge expressed an intention, to resign from her/his position. |
|
19.5 |
Each Group Company has in all material respects complied with all collective, workforce and other agreements and obligations affecting its relations with, or the conditions of service of, its employees. |
|
19.6 |
No Group Company is liable to make any payment to any current or former director or employee by way of damages or compensation for loss of office or employment or for redundancy or unfair or wrongful dismissal or any other form of compensation for any reason. |
|
19.7 |
All use by the Group Companies of temporary employees and hired-in personnel are in accordance with Applicable Law, and no temporary employees or hired in personnel has claimed or requested permanent employment. |
|
19.8 |
Except as Fairly Disclosed, no Group Company is involved in any material dispute with any employee. |
|
19.9 |
No Group Company has carried out discussions regarding, or agreed to, any general changes to the terms and conditions applicable to any group of employees in 2025, other than ordinary, annual salary adjustment in accordance with any agreement between the relevant central unions of employees and employers in Norway except as Fairly Disclosed. |
|
19.10 |
Since 1 January 2025 there has been no labour dispute or work stoppage in any Group Company, and to the Seller’s Knowledge there is reason to expect that such labour dispute or work stoppage will occur within the next twelve (12) months. |
|
19.11 |
Each Group Company has established insurance schemes that at least fulfil the minimum requirements set forth in Applicable Law and any applicable agreements with employees and/or the employees' representatives. |
|
20. |
Pensions |
|
20.1 |
Each Group Company has established pension schemes that at least fulfil the minimum requirements set forth in Applicable Law and any applicable agreements with employees and/or the employees' representatives. |
|
20.2 |
Save for the pension schemes listed in the Disclosed Information (the "Disclosed Schemes"), the Group Companies have no pension scheme in operation and are not obligated to make any current or future payments or contributions under any current or historic pension scheme. |
|
20.3 |
All material details of the Disclosed Schemes have been Fairly Disclosed. The Disclosed Schemes satisfy and have at all times satisfied, and are and have at all times been administered in, accordance with Applicable Law. |
|
20.4 |
All amounts, including contributions and premiums, due in respect of the Disclosed Schemes have been paid on or before the date on which they fell due. All obligations of the Group Companies to pay any amount in respect of the Disclosed Schemes accrued prior to the Locked Box Date were satisfied prior to the Locked Box Date or are accurately recorded as liabilities in the Locked Box Accounts. |
|
21. |
Insurance |
|
21.1 |
All Group Companies have at all times had adequate insurance coverage against business interruptions, loss of revenues, liability, injury and other risks normally insured against by Persons operating in their field of business. All the assets of the Group Companies are insured for an amount at least equal to their cost of replacement against accidents and risks normally insured against by Persons operating in their field of business. |
|
21.2 |
The details of all material insurance policies currently held by the Group Companies have been Fairly Disclosed. Each Group Company has in place all insurances which it is required to have pursuant to Applicable Law or contractual obligations. All insurance premiums in respect of the insurance policies of the Group Companies are timely and fully paid and up-to-date. |
|
21.3 |
All insurance policies of the Group Companies are in full force and effect at the Agreement Date, and the Group Companies maintains at least equally good insurance coverage at Closing. Closing does not affect the Group Companies' coverage under any of their insurance policies. No Group Company has done anything or omitted to do anything which makes or will make any such policy void, or which may result in any insurance company not making full payment for any otherwise rightful claim under such policies. |
|
21.4 |
No Group Company has any pending or outstanding material insurance claims, or disagreements with any insurance provider, and no fact or circumstance exists which may give rise to a claim under any of the Group Companies' insurance policies.”. |
|
22. |
Tax |
|
22.1 |
The Group Companies have in a timely manner filed all Tax returns and other mandatory submissions and information with the relevant Tax authorities. All information, assessments and calculations in such Tax returns and submissions are true, correct and complete. All Taxes payable by the Group Companies have been paid when due for payment, and the Group Companies have timely withheld and collected all Taxes as required by Applicable Law. |
|
22.2 |
All Tax obligations of all Group Companies arising from any event or transaction occurring on or prior to the Locked Box Date have been paid prior to the Locked Box Date, or been accurately recognised as liabilities in the Locked Box Accounts. There will be no further Tax payable by any Group Company relating to any Tax period ending on or before the Locked Box Date other than Tax that has been paid or which is fully provided for in the Locked Box Accounts. |
|
22.3 |
At the Locked Box Date, the Tax loss carry forward of each Group Company is equal to, or higher than, the amount of Tax loss carry forward recognised in its Tax returns for [2025] less any Tax loss carry forward used to cover Tax on any earnings of the Group in the period until the Locked Box Date. |
|
22.4 |
The Group Companies are not resident for Tax purposes in any country other than the country of their respective incorporation, and have not in the last five (5) years prior to the Closing Date had any taxable presence, branch or permanent establishment in any other country, except for the branches in Azerbaijan and Romania. No claim has ever been made by a Governmental Body in a jurisdiction in which a Group Company does not file Tax returns that such Group Company is or may be required to file a Tax return in that jurisdiction. |
|
22.5 |
The Transaction does not result in any Tax obligation on any Group Company, reversal of previous Tax benefits or deductions, or in any change to the Taxes (or Tax rates) payable by any Group Company. |
|
22.6 |
All transactions, transfers and other dealings between any Group Company and (a) any of its Affiliates (including, without limitation, any other Group Company) or any other entity which is deemed a related party of the relevant Group Company pursuant to Section 8-11 of the Norwegian Tax Administration Act (Norwegian: skatteforvaltningsloven) and Section 13-1 of the Tax Act; and (b) the different branches and permanent establishments of any Group Company, have been carried out on arms' length terms. There is no reason for any Governmental Body to make any adjustment to the terms of such transaction or arrangement for Taxation purposes. |
|
22.7 |
Neither the Group Companies nor their assets are liable for any existing (actual or contingent) Tax obligation for which any Seller, its Affiliates or any Affiliates of the foregoing is the primary obligor. No Group Company has ever been a member of any group for VAT purposes with any Seller or its Affiliates. |
|
22.8 |
No Group Company is party to any dispute or disagreement with any Governmental Body in relation to Taxes, and to the Sellers' Knowledge, there is no reason for any such dispute or disagreement. No Group Company has been notified of any Tax inspections or Tax audits, and to the Sellers' Knowledge, there is no reason for any Governmental Body to carry out any such inspection or audit. |
|
22.9 |
No Group Company has been engaged in any activities that could be considered as Tax evasion. |
|
23. |
Environmental matters |
|
23.1 |
Each Group Company; |
|
(a) |
operates, and has at all times operated, its business in compliance with all applicable environmental and climate laws and regulations (including regulations relating to human health, environment and work place conditions), and all judgements, orders and decrees issued by any Governmental Body for the protection of the environment and climate (including work places); and, |
|
(b) |
Each Group Company holds and complies, and has at all times held and complied, with the terms of all environmental and climate licenses required to operate its business. |
|
23.2 |
No Group Company has received notice from any Governmental Body that it must change its way of business or operation to satisfy any requirements under any current or future environmental or climate laws or regulations, or any environmental or climate licenses. No Group Company is and, to the Seller’s Knowledge, no circumstances exist that will make the Group Companies be obligated to undertake any works or action, or to make any payments, to remedy or contain any existing risk, damage or harm to the environment or climate of any kind, or to undertake any investigation or monitoring to identify the need for any such works, actions or payments. |
|
24. |
Loans and grants |
|
24.1 |
Except as Fairly Disclosed, no Group Company has any loans, other indebtedness in the nature of a loan or credit, or other finance or credit agreements. Complete and correct copies of all external loan agreements and other external agreements providing for debt financing of the Group Companies have been Fairly Disclosed. |
|
24.2 |
No Group Company has lent any amount, or given any credit, to any Person which is not a Group Company, which has not been repaid, except for ordinary trade credit in the Ordinary Course. |
|
24.3 |
No Group Company has received any grant, subsidy or financial assistance from any Governmental Body in the last three (3) financial years. Each Group Company has at all times fulfilled all requirements for the subsidies or other governmental support received. None of the Group Companies are in breach of any of their obligations under such subsidies or support and are not required to repay and, to the Seller’s Knowledge, no circumstances exist that will make the Group Companies become ineligible for, such subsidies or support due to such breach or due to the Transaction. |
|
25. |
Compliance |
|
25.1 |
Each Group Company is conducting and has for the last three years conducted its business in accordance with Applicable Law, including terms and conditions set out in any permit, license, consent, authorisation or approval from any Governmental Body ("Permits"), in all material respects. |
|
25.2 |
Each Group Company holds all Permits required to conduct its business in the Ordinary Course operations as it is currently conducted. |
|
25.3 |
Neither any Group Company nor any Person on behalf of any Group Company is or has been engaged in any transaction or dealing, directly or indirectly, or any activity, practice or conduct that would be in violation of Applicable Law relating to competition or antitrust. |
|
25.4 |
Neither any Group Company nor any Person on behalf of any Group Company is or has been involved in any transaction, dealing, conduct or practice, which might constitute bribery, corruption, money laundering fraud, embezzlement, misappropriation of company funds, false accounting or other violation(s) of Applicable Law relating to these practices, including, to the extent applicable, the United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. |
|
25.5 |
The Group Companies are and have at all times been in compliance with all Applicable Law concerning economic sanctions, customs, import, export, re-export, anti-boycott and other trade controls. |
|
25.6 |
None of the Group Companies have conducted any business, transaction or business arrangement with or involving, country or territory or any Governmental Body or other Person which would be contrary to economic sanctions, customs, import, export, re-export, anti-boycott trade controls under Applicable Law. |
|
25.7 |
Each Group Company complies in all material respects with all Applicable Law and its internal privacy policies relating to data protection and privacy, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural Persons with regard to the processing of personal data and on the free movement of such data, and no notice alleging non-compliance with any such legislation or with any contractual undertakings has been received by any Group Company from any competent data protection authority or any data subject and, to the Sellers’ Knowledge, no such notice is threatened. |
|
25.8 |
No Group Company has received any notice that any investigation or inquiry is being conducted by any Governmental Body in respect of its affairs , nor is any Group Company conducting, or has any Group Company during the last five years conducted, any material internal investigation, whistleblowing investigation, voluntary disclosure or internal review concerning alleged bribery, corruption, sanctions/export control breach, money laundering, fraud, false accounting or other material compliance breach, except as Disclosed and, to the Sellers’ Knowledge, no circumstances exist which would give rise to such investigation or inquiry, voluntary disclosure or internal review. |
|
25.9 |
No Group Company has, during the five years prior to the Agreement Date retained or used any sales agent, sponsor, intermediary, introducer, distributor, representative or other Person to obtain or retain business for any Group Company, or incurred any obligation to pay any commission, success fee or similar payment to any such Person, except as Fairly Disclosed. |
|
26. |
Intermediaries |
|
26.1 |
No brokerage commission, finders' fee or similar compensation has been paid or will become payable by any of the Group Companies as a result of or in connection with the Transaction. |
|
27. |
Insolvency |
|
27.1 |
Each of the Sellers and each Group Company is capable of paying its debts as they fall due and is not insolvent, nor do there to the Sellers' Knowledge exist any circumstances, which may cause any of them to become insolvent or incapable of paying its debts as they fall due. Neither any Seller nor any Group Company is subject to any legal proceedings before any Governmental Body with regard to claims for voluntary or involuntary dissolution, liquidation or bankruptcy, debt negotiations or appointment of trustee or liquidation board, and no such proceedings have been notified or threatened. |
|
28. |
Litigation |
|
28.1 |
No Group Company is party to any litigation, criminal proceedings, arbitration or alternative dispute resolution proceedings, or material claim, and no Group Company has been notified of or threatened, or notified or threatened any other party, of any such proceedings. To the Seller’s Knowledge, there are no facts or circumstances likely to give rise to such litigation, criminal proceedings, arbitration or alternative dispute resolution proceedings or material claims. |
|
29. |
Disclosed Information |
|
29.1 |
The Sellers and the Group Companies have compiled the documents and information in the Disclosed Information in good faith, acting with due care and with a view to present a true, accurate and fair view of the Group and its business. To the Sellers' Knowledge, the Disclosed Information is correct, complete and not misleading. To the Sellers' Knowledge, there are no facts or circumstances related to any Group Company or its business, assets or operations that have not been Fairly Disclosed, which reasonably could have been expected to be material for the Buyer, or which, if disclosed, would reasonably be expected to affect the willingness of a reasonable Person to purchase the Shares on the terms of this Agreement. |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Michael Jardon, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Expro Ltd (the “registrant”); |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the three months covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the three months presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the three months for which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the three months covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 3, 2026
/s/ Michael Jardon
Michael Jardon
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Sergio Maiworm, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Expro Ltd (the “registrant”); |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the three months covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the three months presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the three months for which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the three months covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 3, 2026
/s/ Sergio L. Maiworm, Jr.
Sergio L. Maiworm, Jr.
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
In connection with the Quarterly Report of Expro Ltd (the “Company”) on Form 10-Q for the three months ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Jardon, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| November 3, 2026 |
/s/ Michael Jardon |
|
Michael Jardon |
|
|
President and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
In connection with the Quarterly Report of Expro Ltd (the “Company”) on Form 10-Q for the three months ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sergio Maiworm, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| November 3, 2026 |
/s/ Sergio L. Maiworm, Jr. |
|
Sergio L. Maiworm, Jr. |
|
|
Chief Financial Officer |