Filed by Nordic American Offshore Limited
Commission File No. 001-36484
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Horizon Maritime Services Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2018
Commission File Number: 001-36484
NORDIC AMERICAN OFFSHORE LTD.
(Translation of registrant's name into English)
LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b) (1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 is a press release of Nordic American Offshore Ltd., dated October 31, 2018, announcing an update on the business combination with Horizon Maritime of Canada.
SIGNATURES
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.
NORDIC AMERICAN OFFSHORE LTD. | ||||
(registrant) | ||||
Dated: November 1, 2018 | By: | /s/ HERBJØRN HANSSON | ||
Herbjørn Hansson | ||||
Executive Chairman |
Exhibit 1
Nordic American Offshore Ltd. (NYSE: NAO) - Update on the business combination with Horizon Maritime of Canada
Hamilton, Bermuda, October 31, 2018
Dear shareholders,
We refer to the press announcement of October 1, 2018 describing the business combination between NAO and Horizon Maritime of Canada. In the October 1st announcement, NAO advised an ambition to execute a binding agreement within October 2018.
The parties are now in agreement on the main terms of the combination. However, diligence processes are ongoing. The companies look forward to signing a binding agreement as soon as practically possible.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the PSV market, as a result of changes in the general market conditions of the oil and natural gas industry which influence charter hire rates and vessel values, demand in platform supply vessels, our operating expenses, including bunker prices, dry docking and insurance costs, governmental rules and regulations or actions taken by regulatory authorities as well as potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, the availability of financing and refinancing, vessel breakdowns and instances of off-hire and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
Contacts:
Gary J. Wolfe Seward & Kissel LLP New York, USA Tel: +1 212 574 122 Bjørn Giæver, CFO Nordic American Offshore Ltd. Tel: +1 888 755 8391 or +47 91 35 00 91 Herbjørn Hansson, Executive Chairman Nordic American Offshore Ltd. Tel: +1 866 805 9504 or +47 90 14 62 91 |
Web-site: www.nao.bm |
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Nordic American Tankers Ltd. ("NAO") and Horizon Maritime Services Ltd. ("Horizon"), NAO will file relevant materials with the Securities and Exchange Commission (the "SEC"), including a proxy statement, which will be mailed to shareholders of NAO. INVESTORS AND SECURITY HOLDERS OF NAO AND HORIZON ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement (when available) and other documents filed with or furnished to the SEC by NAO through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with or furnished to the SEC by NAO will be available free of charge on NAO's website at https://www.nao.bm. Additional information regarding the participants and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with or furnished to the SEC when they become available.