HOUSTON and VERNAL,
Utah, July 25, 2024 /PRNewswire/ -- Drilling
Tools International Corporation (NASDAQ: DTI) ("DTI") and Superior
Drilling Products, Inc. (NYSE: SDPI) ("SDPI") jointly announced
today, that in connection with DTI's anticipated and pending
acquisition of SDPI (the "Merger"), the deadline for SDPI
shareholders to elect the form of merger consideration they wish to
receive in the Merger has been set for 5:00
p.m., New York time, on
July 29, 2024 (the "Election
Deadline"). If the SDPI shareholders approve the Merger at the
upcoming special meeting expected to be held July 29, 2024, DTI and SDPI expect that the
Merger will close on August 1, 2024
(the "Closing Date"). If the Closing Date is delayed to a
subsequent date, the Election Deadline will be similarly delayed to
a subsequent date. DTI and SDPI will promptly announce any such
delay and, when determined, the rescheduled Election Deadline. All
terms used herein and not otherwise defined have the meanings
ascribed to them in the proxy statement/prospectus (the "Proxy
Statement") filed with the Securities and Exchange Commission on
July 2, 2024 and mailed to
shareholders of SDPI on or about July 2,
2024.
The Election Form and Letter of Transmittal (the "Election
Form") necessary for SDPI shareholders to make an election as to
the form of consideration they wish to receive was mailed on
July 2, 2024 to holders of record of
SDPI common stock, par value $0.001
per share (the "SDPI Common Stock"), as of June 24, 2024.
To make an election, all SDPI shareholders who have not
previously made their cash, stock, or mixed consideration
elections, or who wish to revoke a prior election and make a new
election, must submit their properly completed and signed election
forms with respect to their shares, together with all required
documents and materials set forth in the election form and the
instructions thereto, to Broadridge Financial Solutions, Inc. (the
"Exchange Agent"), the exchange agent for the Merger, by the
Election Deadline. SDPI shareholders who hold their shares through
a bank, broker, or other nominee may be subject to an earlier
deadline and should read carefully the instructions from their
bank, broker, or nominee regarding making elections for their
shares. SDPI shareholders with questions should contact the
Exchange Agent at (855) 793-5068 or
shareholder@broadridge.com.
In connection with the closing of the Merger, each outstanding
share of SDPI Common Stock that SDPI shareholders owned at the
close of business on the effective time of the Merger, other than
shares for which a valid election to exercise dissenters' rights
under, and in accordance with, Utah law has been made (the procedures for
which are described in the Proxy Statement), will be automatically
converted into the right to receive, at their election, (A) 0.313
shares (the "Stock Election Consideration") of DTI common stock,
par value $0.0001 per share (the "DTI
Common Stock") or (B) $1.00 in cash
(the "Cash Election Consideration"), without interest, as provided
for in the Merger Agreement, and a prorated portion of the Cash
Election Consideration will be paid in lieu of fractional shares of
DTI Common Stock.
Please note that there is no guarantee that you will receive
the form of consideration you elect and that the election to
receive either or a combination of the Stock Election Consideration
or Cash Election Consideration is subject to the automatic
proration and allocation procedures to ensure that DTI will issue a
minimum of 4,112,752 shares of DTI Common Stock or a maximum of
4,845,240 shares of DTI Common Stock, depending upon the elections
made by shareholders of SDPI, in each case in accordance with the
terms of the Merger Agreement and as more fully described in the
Proxy Statement. As a result, the form of consideration that you
elect to receive may be adjusted such that you may receive, in
part, a different form of consideration than the form
elected.
Shareholders of SDPI should carefully read the Proxy
Statement and the Election Form and all election material provided
to them before making their elections.
About Drilling Tools International Corporation
Drilling Tools International is a Houston, Texas based leading oilfield services
company that manufactures and rents downhole drilling tools used in
horizontal and directional drilling of oil and natural gas wells.
With roots dating back to 1984, DTI operates from 16 service and
support centers across North
America and maintains 7 international service and support
centers across Europe and the
Middle East; and maintain a large
fleet of rental equipment, with over 65,000 tools for use in
horizontal and directional drilling, as well as surface control
equipment. To learn more about DTI, visit
www.drillingtools.com.
About Superior Drilling Products, Inc.
SDPI is an innovative, cutting-edge drilling tool technology
company providing cost saving solutions that drive production
efficiencies for the oil and natural gas drilling industry. The
Company designs, manufactures, repairs, and sells drilling tools.
SDPI drilling solutions include the
patented Drill-N-Ream® well bore conditioning
tool and the patented Strider™ oscillation system
technology. In addition, SDP is a manufacturer and refurbisher of
PDC (polycrystalline diamond compact) drill bits for leading oil
field service companies. SDPI operates
a state-of-the-art drilling tool fabrication facility,
where it manufactures its solutions for the drilling industry, as
well as customers' custom products. Additional information about
SDPI can be found at: www.sdpi.com.
Additional Information for Superior Drilling Products, Inc.
Shareholders and Where to Find It
This press release relates to a proposed acquisition of Superior
Drilling Products, Inc. by Drilling Tools International
Corporation. In connection with the transaction, DTI filed a
registration statement on Form S-4 which includes a
document that serves as a prospectus of DTI and a proxy statement
of SDPI (the "proxy statement/prospectus"), and each party has
filed and will file other relevant documents regarding the
transaction with the Securities and Exchange Commission (the
"SEC"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE
SCHEDULE 13E-3, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. A definitive proxy statement/prospectus was sent to
shareholders of SDPI on or about July 2,
2024. Investors and security holders can obtain free copies
of the registration statement and the proxy statement/prospectus
and other relevant documents filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by DTI are available free of
charge on the DTI website at www.drillingtools.com or by
contacting DTI by email at InvestorRelations@drillingtools.com or
by mail at 3710 Briarpark Drive, Suite 150, Houston, TX 77042. Copies of the documents
filed with the SEC by SDPI are available free of charge on the SDPI
website at https://sdpi.com or by contacting SDPI by email at
dpawlowski@keiadvisors.com or by mail at 1583 S. 1700 E.,
Vernal, UT 84078.
Participants in the Solicitation
DTI and SDPI and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
SDPI shareholders in connection with the proposed transaction.
Information about the directors and executive officers of DTI is
set forth in its Annual Report on Form 10-K for the year
ended December 31, 2023, which was filed with the SEC on
March 28, 2024, its Proxy Statement for its 2024 Annual
Meeting Shareholders, which was filed with the SEC on April 2, 2024 and in other documents filed with
the SEC by DTI and its executive officers and directors.
Information about the directors and executive officers of SDPI is
set forth in its Annual Report on Form 10-K for the year
ended December 31, 2023, which was filed with the SEC on
March 7, 2024, its Proxy Statement for its 2023 Annual Meeting
Shareholders, which was filed with the SEC on June 30, 2023,
and in other documents filed with the SEC by SDPI and its executive
officers and directors.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the proxy statement/prospectus and Schedule 13e-3 and
other relevant materials in connection with the transaction which
were filed with the SEC. Information concerning the interests of
the participants in the solicitation, which may, in some cases, be
different than those of SDPI's shareholders generally, is set forth
in the prospectus/proxy statement relating to the proposed
transaction and the Schedule 13e-3. Investors should read the proxy
statement/prospectus and Schedule 13e-3 carefully before making any
voting or investment decisions.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of DTI and SDPI may include,
"forward-looking statements." Statements regarding the business
combination and the financing thereof, and related matters, as well
as all other statements other than statements of historical fact
included in this press release are forward-looking statements. The
words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "will," "would" and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward looking. These forward-looking statements include, but are
not limited to, statements regarding the proposed transaction,
including any statements regarding the expected timetable for
completing the proposed transaction, benefits of the proposed
transaction, and DTI and its management team's expectations, hopes,
beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. Forward looking statements in this press release may
include, for example, statements about: (1) the demand for
DTI's products and services, which is influenced by the general
level activity in the oil and gas industry; (2) DTI's ability
to retain its customers, particularly those that contribute to a
large portion of its revenue; (3) DTI's ability to remain the
sole North American distributor of
the Drill-N-Ream; (4) DTI's ability to employ and
retain a sufficient number of skilled and qualified workers,
including its key personnel; (5) DTI's ability to market its
services in a competitive industry; (9) DTI's ability to
execute, integrate and realize the benefits of acquisitions, and
manage the resulting growth of its business; (6) potential
liability for claims arising from damage or harm caused by the
operation of DTI's tools, or otherwise arising from the dangerous
activities that are inherent in the oil and gas industry;
(7) DTI's ability to obtain additional capital;
(8) potential political, regulatory, economic and social
disruptions in the countries in which DTI conducts business,
including changes in tax laws or tax rates; (9) DTI's
dependence on its information technology systems, in particular
Customer Order Management Portal and Support System, for the
efficient operation of DTI's business; (10) DTI's ability to
comply with applicable laws, regulations and rules, including those
related to the environment, greenhouse gases and climate change;
(11) DTI's ability to maintain an effective system of
disclosure controls and internal control over financial reporting;
(12) the potential for volatility in the market price of DTI's
common stock; (13) the impact of increased legal, accounting,
administrative and other costs incurred as a public company,
including the impact of possible shareholder litigation;
(14) the potential for issuance of additional shares of DTI's
common stock or other equity securities; (15) DTI's ability to
maintain the listing of its common stock on Nasdaq; (16) the
conditions to the completion of the proposed transaction, including
obtaining SDPI shareholder approval and the regulatory approvals
required for the transaction on the anticipated schedule or at all,
(17) financing for the transaction may not be obtained by DTI
on favorable terms or at all, (18) the closing of the proposed
transaction may not occur or could be delayed, either as a result
of litigation related to the transaction or otherwise or result in
significant costs of defense, indemnification, and liability,
(19) the risk that the cost savings and any other synergies
from the SDPI transaction may not be fully realized by DTI or may
take longer or cost more to be realized than expected, including
that the SDPI transaction may not be accretive to DTI within the
expected timeframe or the extent anticipated, (20) completing
the SDPI transaction may distract DTI and SPDI management from
other important matters, (21) the possibility that any or all
of the various conditions to the consummation of the proposed
transaction may not be satisfied or waived, including the failure
to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or
restrictions placed on such approvals), (22) the possibility
that competing offers or acquisition proposals for SDPI will be
made, (23) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed
transaction, including in circumstances, which would require a
party to pay a termination fee, (24) the effect of the
announcement or pendency of the proposed transaction on SDPI's
ability to attract, motivate or retain key executives and
employees, its ability to maintain relationships with its
customers, suppliers and other business counterparties, or its
operating results and business generally, (25) risks related
to the proposed transaction diverting management's attention from
SDPI's or DTI's ongoing business operations, (26) the amount
of costs, fees and expenses related to the proposed transaction,
(26) the risk that SDPI's or DTI's stock price may decline
significantly if the proposed transaction is not consummated,
(27) the risk of shareholder litigation in connection with the
proposed transaction, including resulting expense or delay, and
(28) other risks and uncertainties separately provided to you
and indicated from time to time described in filings and potential
filings by DTI and SDP with the SEC.
You should carefully consider the risks and uncertainties
described in the information presented in DTI's Annual Report on
Form 10-K for the year ended December 31,
2023 filed March 28, 2024 and
the Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed May
16, 2024 and SDPI's Annual Report on Form 10-K for
the year ended December 31 2023 filed March 15, 2024 and
its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024 and filed May 15, 2024, as well as those described in the
proxy statement/prospectus. Such forward-looking statements are
based on the beliefs of management of DTI and SPDI, respectively,
as well as assumptions made by, and information currently available
to DTI's and SPDI's management, respectively. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed above and in the
prospectus/proxy statement and other filings by DTI or SPDI with
the SEC. All subsequent written or oral forward-looking statements
attributable to DTI, SPDI or persons acting on their respective
behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of each of DTI and SPDI, including
those set forth or to be set forth in the Risk Factors section of
the prospectus/proxy statement, and described in the other filings
by DTI and SPDI with the SEC. Neither DTI nor SDPI undertake any
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Contacts:
DTI Investor Relations
Ken Dennard / Rick
Black
InvestorRelations@drillingtools.com
SDPI Investor Relations
Deborah K. Pawlowski / Craig
P. Mychajluk
Kei Advisors LLC
716-843-3908 /
716-843-3832
dpawlowski@keiadvisors.com /
cmychajluk@keiadvisors.com
View original
content:https://www.prnewswire.com/news-releases/dti-and-sdpi-announce-deadline-for-election-of-form-of-merger-consideration-302206303.html
SOURCE Drilling Tools International Corp.