Nabors Industries Ltd, et al. – ‘425’ on 10/4/02 re: Nabors Industries Ltd

On:  Friday, 10/4/02, at 11:45am ET   ·   Accession #:  950129-2-4890   ·   File #:  0-49887

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Rule 425 Filing                                        3     12K 

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                                                  FILER:  NABORS INDUSTRIES LTD.

                                       PURSUANT TO RULE 425 UNDER THE SECURITIES

                                                                     ACT OF 1933

                                 SUBJECT COMPANY:  RYAN ENERGY TECHNOLOGIES INC.

                                                     REGISTRATION NO.: 333-99267

                                         SUBJECT COMPANY: NABORS INDUSTRIES LTD.

                                                  COMMISSION FILE NO.: 000-49887

PRESS RELEASE - FOR IMMEDIATE DISTRIBUTION

 RYAN AND NABORS ANNOUNCE EXCHANGE RATIO

                                                                 October 3, 2002

Nabors Industries Ltd. (AMEX: NBR) and Ryan Energy Technologies Inc. (TSX: RYN) 
jointly announce that the exchange ratio for the previously announced Plan of   
Arrangement, pursuant to which Nabors will acquire Ryan, will be 0.0362 of an   
exchangeable share for each Ryan common share, assuming Ryan's special meeting  
of securityholders to consider the transaction is held on October 8, 2002. This 
exchange ratio is calculated using a numerator of C$1.85 and a denominator of   
C$51.1750 (equal to the weighted average trading price of Nabors common shares  
from and including October 1, 2002 to and including October 3, 2002 converted   
from US dollars into Canadian dollars based on the average exchange rate during 
such period). The ultimate definitive exchange ratio that will be used at the   
closing of the transaction is referred to in this release as the "Final Exchange
Ratio." The Final Exchange Ratio will differ from the exchange ratio given in   
this release in the event that Ryan's special meeting of securityholders to     
consider the transaction is adjourned or postponed to a date after October 8,   
2002.                                                                           

October 9, 2002 is the earliest possible date the parties expect to close the   
transaction; however, there can be no assurance that the transaction will close 
on such date. The process of obtaining the regulatory approvals necessary to    
complete the acquisition is continuing and may require the closing to occur     
after October 9, 2002. However, both Nabors and Ryan expect the transaction to  
close promptly once Ryan's securityholders have approved the transaction and the
remaining closing conditions, including regulatory approvals, are met.          

As previously announced, it is contemplated under the Plan of Arrangement that  
Ryan shareholders will receive as consideration for each Ryan common share held,
a fixed value of C$1.85 payable, at the election of each holder, in the form of:
(i) cash; (ii) exchangeable shares; or (iii) a combination thereof. Accordingly,
Ryan shareholders                                                               

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who elect to receive exchangeable shares for all or a portion of their Ryan     
common shares will receive a fraction of an exchangeable share equal to the     
Final Exchange Ratio in respect of each Ryan common share for which such        
election is made.                                                               

Nabors is the largest land drilling contractor in the world, with almost 600    
land drilling rigs. Nabors conducts oil, gas and geothermal land drilling       
operations in the U.S. lower 48 states, Alaska and Canada, and elsewhere,       
primarily in South and Central America, the Middle East and Africa. Nabors is   
also one of the largest land well-servicing and workover contractors in the     
United States and Canada. Nabors owns approximately 745 land workover and       
well-servicing rigs in certain other markets, including 193 rigs in Canada.     
Nabors also is a leading provider of offshore platform workover and drilling    
rigs. Nabors markets 44 platform, 17 jackup and three barge rigs in the Gulf of 
Mexico and other markets. These rigs provide well-servicing, workover and       
drilling services. To further supplement its primary business, Nabors offers a  
number of ancillary well-site services, including oilfield management,          
engineering, transportation, construction, maintenance, well logging and other  
support services, in selected domestic and international markets.               

Ryan Energy Technologies Inc. is an industry leader in the development and      
provision of horizontal and directional drilling technology and services        
including Measurement While Drilling (MWD), Logging While Drilling (LWD),       
Downhole Drilling Motors and Well Site Data Management (WDM) services. Ryan     
Energy Technologies Inc. provides these services to major, intermediate and     
junior oil and natural gas companies in Canada, the United States and Venezuela.

A registration statement for the Nabors common shares issuable upon exchange of 
the exchangeable shares has been filed with the Securities and Exchange         
Commission and is available for free at the SEC's website, www.sec.gov. When    
finalized, the registration statement will be available at no charge at the     
SEC's website and at Nabors Industries Ltd.'s website, www.nabors.com.          

This announcement does not constitute an offer of any securities for sale, or an
offer or an invitation to purchase any securities. As soon as the registration  
statement is finalized, investors should read the registration statement before 
making a decision concerning the exchange of their exchangeable shares. These   
documents will contain important information that investors should consider.    

The information above includes forward-looking statements within the meaning of 
the Securities Act of 1933 and the Securities Exchange Act of 1934. Such        
forward-looking statements are subject to certain risks and uncertainties, as   
disclosed by Nabors from time to time in its filings with the United States     
Securities and Exchange Commission. As a result of these factors, Nabors' actual
results may differ materially from those indicated or implied by such           
forward-looking statements.                                                     

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         Nabors Industries Ltd.'s common shares are listed on the American Stock
   Exchange (NBR). For further information, please contact Dennis A.
      Smith, Director of Corporate Development, Nabors Corporate Services,
    Inc. at (281) 775-8038. To request Investor Materials, call Angela
Ridgell at (281) 775-8063.                                    

         Ryan Energy Technologies Inc.'s common shares are listed on the Toronto
       Stock Exchange (RYN). For further information, please contact Richard
         T. Ryan, President and CEO or Leonard A. Cornez, Vice President Finance
and CFO at (403) 269-5981.                                    

 The Toronto Stock Exchange has neither approved nor
disapproved of the information contained herein.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		10/9/02		1					424B3
		10/8/02		1
Filed on:		10/4/02							8-K
		10/3/02		1
		10/1/02		1					8-K
									List all Filings