GAMCO: Dril-Quip’s ‘ISS For Merger’ Claim Is Contrary To ISS’s Actual Position
2024年8月21日 - 5:15AM
ビジネスワイヤ（英語）
GAMCO Asset Management Inc. (“GAMCO”), an affiliate of GAMCO
Investors, Inc. (OTCQX: GAMI), on behalf of its clients and certain
of its affiliates owns approximately 2,866,654 shares of Dril-Quip,
Inc. (NYSE: DRQ) (“Dril-Quip”), representing 8.32% of the
34,452,230 outstanding shares. GAMCO intends to vote “Against” the
proposed merger with Innovex Downhole Solutions (“Innovex”).
On August 16, 2024, Institutional Shareholder Services (“ISS”)
published its report on Dril-Quip’s merger with Innovex. In
summary, ISS recommended voting in favor of the proposal to issue
shares in connection with the merger, but it recommended voting
against the proposal to amend Dril-Quip’s certificate of
incorporation. Both proposals must be
passed as a condition to closing the merger. ISS’s
recommendations are actually a vote against the merger and further
highlight governance concerns connected to the transaction.
Dril-Quip issued a press release on August 19, 2024, with a
deceptive headline indicating that ISS recommend stockholders vote
for Dril-Quip’s merger with Innovex.
With respect to the proposal to amend Dril-Quip’s certificate of
incorporation ISS detailed that Dril-Quip “has not presented a
compelling rationale for conditioning the merger on approval of
charter amendments which will benefit one investor at the expense
of existing shareholders.” (1)
Innovex and Amberjack Partners (which owns 95% of Innovex) are
taking over Dril-Quip without paying a control premium for
Dril-Quip. Innovex’s CEO, Adam Anderson, and CFO, Kendal Reed,
would be the new management team of the combined company. The
combined company will be named Innovex Downhole Solutions. In
Dril-Quip’s second proposal to amend its certificate of
incorporation, the combined company will have three to nine
directors, compared to three to twelve currently. Amberjack
Partners will appoint to Newco’s Board four directors, along with
the CEO of Innovex, Adam Anderson. Dril-Quip will appoint the
remaining four Board members. Innovex and Amberjack Partners will
control the combined company as it will appoint five of the nine
directors.
Shareholder value has been destroyed since the announcement of
this merger, while current Dril-Quip’s management exits with golden
parachutes. Dril-Quip’s stock price was $23.73 when it announced
its intention to merge with Innovex. Since Dril-Quip’s merger
announcement through August 16, 2024, Dril-Quip‘s stock price has
declined 35.8%, while the VanEck Oil Services ETF (OIH) has
declined only 6.8%. Amendment No. 2 to Form S-4 (filed on August 5,
2024) indicated that the merger of Dril-Quip with Innovex
constitutes a change of control. As a result of the change of
control, we estimate that current Dril-Quip’s CEO, Jeff Bird, and
CFO, Kyle McClure, will receive compensation totaling $8.1 million
and $3.8 million, respectively.
(1) Permission to use quote was neither sought nor
obtained.
GAMCO Investors, Inc., through its subsidiaries, manages assets
of private advisory accounts (GAMCO), mutual funds and closed-end
funds (Gabelli Funds, LLC) and is known for its Private Market
Value with a Catalyst™ style of investment.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240820170455/en/
Robert Leininger Chair, Proxy Voting Committee (914)
921-7754
For further information please visit www.gabelli.com
Dril Quip (NYSE:DRQ)
過去 株価チャート
から 10 2024 まで 11 2024
Dril Quip (NYSE:DRQ)
過去 株価チャート
から 11 2023 まで 11 2024
