# EXPRO GROUP HOLDINGS N.V. (XPRO) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_549c496b28cc07112e8b · retrieved 2026-08-11T15:59:13.750Z

## Overview
Expro is a leading provider of energy services offering cost-effective, innovative solutions across well construction, well flow management, subsea well access, and well intervention and integrity, serving clients in onshore and offshore environments across more than 60 countries.

Expro Group Holdings N.V. (NYSE: XPRO) is pursuing a redomiciliation from the Netherlands to the Cayman Islands, with a definitive proxy statement filed on April 21, 2026. On June 3, 2026, proxy advisory firm ISS revised its recommendation to support the redomiciliation and two related amendments to the articles of association. The Board expects recurring cost savings of more than $600,000 annually (over $1 million when including avoided EU sustainability-reporting costs), elimination of the Netherlands' 15% withholding tax on dividends and share repurchases, improved S&P index eligibility as a U.S.-domiciled issuer, and enhanced M&A flexibility. Shareholders will receive one Cayman ordinary share for each N.V. share on a one-for-one basis with no dilution, and the company will maintain its one-share, one-vote structure, NYSE listing under "XPRO," and full U.S. public-company governance standards.

## Terms
- Consideration: stock

## Key dates
- Announced 2026-06-01 · Vote 2026-06-10 · Completed 2026-07-14

## Timeline
- 2026-06-01 · 425 (0001104659-26-068993): 425 - EXPRO GROUP HOLDINGS N.V. — *Expro Group Holdings N.V. is an oilfield-services company providing equipment and services to the oil and gas industry, incorporated in the Netherlands and listed on the NYSE.* Expro Group Holdings N.V. is seeking shareholder approval at its annual general meeting on June 10, 2026, to migrate its legal domicile from the Netherlands to the Cayman Islands. The migration involves a one-for-one exchange of Expro Cayman ordinary shares for Expro N.V. shares with no dilution or change to shareholders' economic interests. The company expects to generate more than $600,000 in annual recurring savings across audit, legal, tax and administrative functions, plus over $1 million annually when including avoided sustainability-reporting costs under the EU Corporate Sustainability Reporting Directive. The Board unanimously recommends approval, noting that the migration will preserve the company's NYSE listing under ticker "XPRO," maintain its one-share, one-vote capital structure, and continue application of NYSE listing standards, SEC reporting rules, and Sarbanes-Oxley requirements.
  https://www.sec.gov/Archives/edgar/data/1575828/0001104659-26-068993.txt
- 2026-06-04 · 425 (0001104659-26-070346): 425 - EXPRO GROUP HOLDINGS N.V. — *Expro is a leading provider of energy services offering cost-effective, innovative solutions across well construction, well flow management, subsea well access, and well intervention and integrity, serving clients in onshore and offshore environments across more than 60 countries.* Expro Group Holdings N.V. (NYSE: XPRO) is pursuing a redomiciliation from the Netherlands to the Cayman Islands, with a definitive proxy statement filed on April 21, 2026. On June 3, 2026, proxy advisory firm ISS revised its recommendation to support the redomiciliation and two related amendments to the articles of association. The Board expects recurring cost savings of more than $600,000 annually (over $1 million when including avoided EU sustainability-reporting costs), elimination of the Netherlands' 15% withholding tax on dividends and share repurchases, improved S&P index eligibility as a U.S.-domiciled issuer, and enhanced M&A flexibility. Shareholders will receive one Cayman ordinary share for each N.V. share on a one-for-one basis with no dilution, and the company will maintain its one-share, one-vote structure, NYSE listing under "XPRO," and full U.S. public-company governance standards.
  https://www.sec.gov/Archives/edgar/data/1575828/0001104659-26-070346.txt
- 2026-07-14 · 25-NSE (0000876661-26-000619): 25-NSE
  https://www.sec.gov/Archives/edgar/data/1575828/000087666126000619/xslF25X02/primary_doc.xml

## Citations
- 0001104659-26-068993 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926068993
- 0001104659-26-070346 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926070346
- 0000876661-26-000619 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000087666126000619