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Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

23. SUBSEQUENT EVENTS

 

On January 17, 2023, the Company announced its intention to reorganize the Company’s corporate structure, which will include redomestication (the “Redomestication”) of the parent company from the Netherlands to the United States as Core Laboratories Inc., a Delaware corporation. Following shareholder approval, the Redomestication will be completed through a series of steps, as follows:

(i)
Core Laboratories N.V. will merge with and into Core Laboratories Luxembourg S.A, a wholly-owned subsidiary of Core Laboratories N.V., with Core Laboratories Luxembourg S.A. surviving, and
(ii)
As soon as practicable thereafter, Core Laboratories Luxembourg S.A. will migrate out of Luxembourg and redomesticate into the state of Delaware, as Core Laboratories Inc., which will become the ultimate parent company.

Upon completion of the transaction, Core Laboratories N.V. shareholders will hold one share of common stock of Core Laboratories Inc. for each common share of Core Laboratories N.V. owned immediately prior to the Redomestication. The Company’s shares will continue to trade uninterrupted during and upon completion of the Redomestication.

The Redomestication requires a shareholder vote for approval, which will be conducted through an extraordinary general meeting of the Company’s shareholders, anticipated to occur in late March of 2023. If shareholder approval is obtained, the transaction is expected to become effective approximately 30 days following the date of the extraordinary general meeting.

Upon completion of the transaction, the common shares of Core Laboratories Inc. will remain listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “CLB” and will be registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended, and be subject to the same SEC reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of the NYSE. The Company will continue to report its financial results in U.S. dollars and under U.S. GAAP. Core Laboratories Inc. will in the ordinary course of business make available customary financial information and other reports filed with the SEC, consistent with its established current practices.