Expro Group (NYSE: XPRO) plans Cayman redomicile, one-for-one share exchange
Rhea-AI Filing Summary
Expro Group Holdings N.V. announced a proposed redomicile from the Netherlands to the Cayman Islands. The Board unanimously approved a plan that, subject to shareholder approval at the Company’s 2026 annual meeting (anticipated June 2026), will effect the change through two mergers and a one-for-one share exchange.
Expro Common Stock will trade on the NYSE through the effective date and Expro Cayman Ordinary Shares will be listed under the ticker XPRO thereafter. A preliminary Proxy Statement/Prospectus is included in a Form S-4 filed with the SEC on April 1, 2026.
Positive
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Negative
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Insights
Redomicile simplifies structure and shifts governance to Cayman law.
The proposed plan uses a two-step merger to transfer the legal domicile to a Cayman Islands parent, preserving one ordinary share per existing common share. This approach is a common mechanism to migrate corporate domicile while maintaining shareholder ratios.
Key dependencies include shareholder approval at the 2026 annual meeting and any NYSE listing conditions; timing and final corporate governance changes will be clarified in the definitive proxy/prospectus.
Transaction filed on Form S-4; proxy/prospectus will govern solicitation and exchange mechanics.
The company filed a preliminary Proxy Statement/Prospectus in a registration statement on Form S-4 on April 1, 2026, initiating the SEC disclosure process for the mergers and share exchange. The one-for-one share exchange and uninterrupted NYSE trading are explicitly stated.
Shareholder vote, SEC review of the S-4, and any NYSE conditions are material gating items; subsequent filings (including the definitive proxy and any Form 4 updates) will supply final mechanics and related interests.
Key Figures
Key Terms
Redomicile regulatory
Form S-4 regulatory
Proxy Statement/Prospectus regulatory
one-for-one exchange financial
Filed by: Expro Group Holdings N.V.
Commission File No.: 001-36053
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Expro Ltd
Registration No.: 333-294836
| PRESS RELEASE | FOR IMMEDIATE RELEASE |
EXPRO ANNOUNCES PROPOSED REDOMICILE TO THE CAYMAN ISLANDS
HOUSTON – April 1, 2026 – Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today announced the Company’s Board of Directors (the “Board”) has unanimously approved a plan to change the Company’s corporate domicile from the Netherlands to the Cayman Islands (the “Redomicile”). The Company and the Board believe that the Redomicile will promote the sustainable success of its business, taking into account the interests of its shareholders and other stakeholders, and will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits.
Following shareholder approval, the Redomicile will be completed through a series of proposed transactions, which will include: (i) the Company merging with and into Expro Luxembourg S.A., with Expro Luxembourg S.A. surviving, and (ii) as soon as practicable thereafter, Expro Luxembourg S.A. merging with and into Expro Ltd (“Expro Cayman”). Upon completion of such transactions, Expro shareholders will hold one ordinary share of Expro Cayman (“Expro Cayman Ordinary Shares”) for each share of common stock of Expro (“Expro Common Stock”) owned immediately prior to the Redomicile. Expro Common Stock will continue to trade on the New York Stock Exchange (“NYSE”) up to and including the effective date of the Redomicile. Following the effective date of the Redomicile, Expro Cayman Ordinary Shares will be listed on the NYSE under the ticker symbol “XPRO.” The Company’s shares will continue to trade uninterrupted during and upon completion of the Redomicile.
Benefits from the Redomestication will include: (i) simplifying the Expro group’s corporate structure and streamlining reporting requirements, (ii) providing a more favorable corporate structure for growth and (iii) providing enhanced flexibility in corporate governance principles under Cayman Islands law.
The Redomicile requires a shareholder vote for approval, which is expected to be conducted through the Company’s 2026 annual meeting of Expro shareholders, which is anticipated to occur in June 2026. Further details are provided in the Company’s preliminary proxy statement/prospectus included in a registration statement on Form S-4 of Expro Cayman, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 1, 2026.
About Expro
Working for clients across the entire well life cycle, Expro is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity.
With roots dating to 1938, Expro has approximately 7,000 employees and provides services and solutions to leading energy companies in both onshore and offshore environments in more than 50 countries.
For more information, please visit: www.expro.com and connect with Expro on X@ExproGroup and LinkedIn @Expro.
Important Information for Shareholders
In connection with the proposed change to the Company’s corporate domicile that includes, among other things, the Redomicile, Expro Cayman has filed a registration statement on Form S-4, which includes Expro Cayman’s prospectus as well as the Company’s proxy statement (the “Proxy Statement/Prospectus”), with the SEC. The Company plans to mail the definitive Proxy Statement/Prospectus to its shareholders in connection with the proposed change to the Company’s corporate domicile. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, EXPRO CAYMAN, THE REDOMICILE AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on the Company website at www.expro.com or by contacting the Company’s Corporate Secretary.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed corporate reorganization. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the securityholders of the Company in connection with the corporate reorganization, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the preliminary Proxy Statement/Prospectus described above filed with the SEC. To the extent that holdings of the Company's securities have changed from the amounts reported in the Proxy Statement/Prospectus, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents are available free of charge as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Forward-Looking Statements
This release, as well as other statements we make, includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding: the expected timing, completion, effects and benefits of the Redomicile and the future revenue, profitability, business strategies and developments of the Company. These forward-looking statements are subject to various important cautionary factors, including: the ability to receive, in a timely manner and on satisfactory terms, required securityholder and stock exchange approvals; the ability to achieve anticipated benefits of the change in the Company’s corporate domicile; publicity resulting from the Redomicile and impacts to the Company’s business and share price; risks and uncertainties related to the oil and natural gas industry; business and general economic conditions, including inflationary pressures, international markets, international political climates (such as the ongoing Russian war in Ukraine and heightened tensions resulting from the ongoing conflicts in the Middle East); and any related actions taken by businesses and governments, and other factors as more fully described in the Proxy Statement/Prospectus and the Company’s most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. These important factors could cause the Company’s actual results to differ materially from those described in these forward-looking statements. Such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company. Because the information herein is based solely on data currently available, and because it is subject to change as a result of changes in conditions over which the Company has no control or influence, such forward-looking statements should not be viewed as assurance regarding the Company’s future performance.
The Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this press release, except as required by law.
Contact
Dave Wilson - Vice President Investor Relations
+1 (281) 384-1544
InvestorRelations@expro.com