ISS endorses transaction to create a unique
energy industrial platform with greater scale, strong EBITDA, free
cash flow generation, and significant opportunities to grow value
for all stockholders
ISS notes that “a vote for the proposed
transaction is warranted…”1
Dril-Quip Board unanimously recommends
stockholders vote “FOR” the transaction with Innovex
and each of the associated proposals at the special meeting on
September 5th
Dril-Quip, Inc. (NYSE: DRQ) (“Dril-Quip” or the “Company”), a
leading developer, manufacturer and provider of highly engineered
equipment and services for the global offshore and onshore oil and
gas industry, today announced that leading independent proxy
advisory firm Institutional Shareholder Services (“ISS”) has
recommended that Dril-Quip stockholders vote “FOR”
Dril-Quip’s proposed merger with Innovex Downhole Solutions, Inc.
(“Innovex”).
After a careful review of the facts, ISS confirms that the
merger represents, “a continuation of the company's long-standing
and well understood strategy” of diversifying its business mix
towards onshore operations. As such, ISS recognizes that the merger
will enable Dril-Quip to diversify its business mix, continue to
innovate, and increase its scale in order to grow and deliver value
to stockholders throughout industry cycles. ISS also notes the
compelling financial benefits the transaction is expected to
deliver, including nearly $30 million in annual cost savings and
additional revenue synergies.
John V. Lovoi, Dril-Quip’s Chairman of the Board, said, “We are
pleased that ISS agrees with the Dril-Quip Board’s unanimous
recommendation that Dril-Quip stockholders vote ‘FOR’
Dril-Quip’s merger with Innovex. The merger with Innovex creates a
unique energy industrial platform with significantly larger scale,
a diversified global presence, a curated portfolio of complementary
and mission-critical products, and a strong balance sheet, which
will enable further innovation and financial flexibility. The
transaction is immediately and significantly accretive on all
metrics, including earnings per share and free cash flow per share,
and unlocks significant synergies and market expansion
opportunities across products and geographies.”
ISS’s report pointed out the expected benefits of the expanded
scale and offering created through the combination of Dril-Quip and
Innovex:
- “The merger will result in a combined company with increased
global scale and an expanded offshore and onshore product
suite. The merger will significantly expand the combined
company's onshore and offshore wellbore product suite, providing
the combined company the ability to fully provide an entire
onshore and/or offshore wellbore offering without the need to
source specific components from third parties.”
- “The merger is expected to result in the opportunity for
expansion in key markets through cross-selling and accelerated
penetration, specifically in Canada, continental U.S., Saudi
Arabia, and global offshore.”
- “As it relates to the balance sheet, the combined company will
maintain a net cash position of approximately $100 million post
close to be utilized for future investment and
acquisitions.”
The Dril-Quip Board urges stockholders to vote “FOR” all
of the proposals for consideration at the special meeting,
including Proposals 2, 3B-3F and 4, and respectfully disagrees with
ISS’s recommendation regarding these proposals. The closing of the
transaction, which ISS supports, requires the approval of Proposal
2, which would amend the charter of the combined company. Proposals
3B, 3C, 3D, 3E, and 3F are advisory and non-binding in nature and
are designed to implement governance rights agreed to in connection
with the merger negotiations and strengthen certain governance
practices. Finally, Proposal 4 is designed to align management and
stockholder interests and ensure the combined company can attract,
motivate, and retain talented employees and directors. These
proposals were an integral component of the negotiation between
Dril-Quip and Innovex which resulted in the merger benefiting
Dril-Quip shareholders as outlined previously. The Dril-Quip Board
strongly recommends that stockholders vote “FOR” these
proposals.
The Dril-Quip Board unanimously recommends that Dril-Quip
stockholders vote “FOR” each of the proposals to be
considered at the special meeting, which will be held on Thursday,
September 5, 2024, at 9:30 a.m. Central Time. EVERY VOTE IS VERY
IMPORTANT. Dril-Quip stockholders who have any questions
concerning the merger or the proxy statement/prospectus or would
like additional copies or need help voting their shares of
Dril-Quip common stock, please contact Dril-Quip’s proxy
solicitor:
Morrow Sodali LLC 333 Ludlow Street, 5th Floor, South
Tower Stamford, Connecticut 06902 Stockholders may call toll-free:
(800) 662-5200 Banks and brokers may call collect: (203)
658-9400
Advisors
Citi is serving as lead financial advisor and Morgan Stanley
& Co. LLC is serving as co-financial advisor to Dril-Quip.
Gibson, Dunn & Crutcher LLP is serving as Dril-Quip’s legal
advisor.
Goldman Sachs & Co. LLC is serving as lead financial advisor
and Piper Sandler Companies is serving as co-financial advisor to
Innovex. Akin Gump Strauss Hauer & Feld LLP is serving as
Innovex’s legal advisor with assistance from Paul Hastings LLP.
About Dril-Quip
Dril-Quip is a leading developer, manufacturer and provider of
highly engineered equipment and services for the global offshore
and onshore oil and gas industry.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained herein relating to future operations and
financial results or that are otherwise not limited to historical
facts are forward-looking statements within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”), and the
Securities Exchange Act of 1934, as amended, including, but not
limited to, those related to projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed
transaction on Dril-Quip’s and Innovex’s businesses and future
financial and operating results, the amount and timing of synergies
from the proposed transaction, the combined company’s projected
revenues, adjusted EBITDA and free cash flow, accretion, business
and expansion opportunities, plans and amounts of any future
dividends or return of capital to shareholders and the closing date
for the proposed transaction, are based on management’s estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond
Dril-Quip’s and Innovex’s control. These factors and risks include,
but are not limited to: the impact of actions taken by the
Organization of Petroleum Exporting Countries (OPEC) and non-OPEC
nations to adjust their production levels, risks related to the
proposed transaction, including, the prompt and effective
integration of Dril-Quip’s and Innovex’s businesses and the ability
to achieve the anticipated synergies and value-creation
contemplated by the proposed transaction; the risk associated with
Dril-Quip’s ability to obtain the approval of the proposed
transaction by its stockholders required to consummate the proposed
transaction and the timing of the closing of the proposed
transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the risk
that a consent or authorization that may be a required approval for
the proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; and the diversion of management time on
transaction related issues, the impact of general economic
conditions, including inflation, on economic activity and on
Dril-Quip’s and Innovex’s operations, the general volatility of oil
and natural gas prices and cyclicality of the oil and gas industry,
declines in investor and lender sentiment with respect to, and new
capital investments in, the oil and gas industry, project
terminations, suspensions or scope adjustments to contracts,
uncertainties regarding the effects of new governmental
regulations, Dril-Quip’s and Innovex’s international operations,
operating risks, the impact of our customers and the global energy
sector shifting some of their asset allocation from fossil fuel
production to renewable energy resources, and other factors
detailed in Dril-Quip’s public filings with the Securities and
Exchange Commission (the “SEC”). Investors are cautioned that any
such statements are not guarantees of future performance and actual
outcomes may vary materially from those indicated.
Important Information for Stockholders
In connection with the proposed merger of Dril-Quip and Innovex,
Dril-Quip filed with the SEC a registration statement on Form S-4
(as amended, the “Registration Statement”) on May 1, 2024 that
included a proxy statement/prospectus (the “Proxy
Statement/Prospectus”). The Registration Statement was declared
effective by the SEC on August 6, 2024. Dril-Quip filed the
definitive proxy statement/prospectus with the SEC on August 6,
2024, and it was first mailed to Dril-Quip’s stockholders on August
6, 2024. Dril-Quip has filed other relevant documents with the SEC
regarding the proposed merger. This document is not a substitute
for the Proxy Statement/Prospectus or Registration Statement or any
other document that Dril-Quip has filed with the SEC. STOCKHOLDERS
ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED BY
DRIL-QUIP WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Such stockholders
can obtain free copies of the Registration Statement and Proxy
Statement/Prospectus and other documents containing important
information about Dril-Quip, Innovex and the proposed merger
through the website maintained by the SEC at http://www.sec.gov.
Additional information is available on Dril-Quip’s website,
www.dril-quip.com.
1 Permission to use quotes neither sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240818867786/en/
Investor Relations: Erin Fazio, Director of Corporate
Finance erin_fazio@dril-quip.com Dril-Quip
Media Relations: Sydney Isaacs / Chuck Dohrenwend
Sydney.Isaacs@h-advisors.global /
Chuck.Dohrenwend@h-advisors.global H/Advisors Abernathy
Dril Quip (NYSE:DRQ)
過去 株価チャート
から 7 2024 まで 8 2024
Dril Quip (NYSE:DRQ)
過去 株価チャート
から 8 2023 まで 8 2024
