Dril-Quip Urges Stockholders to Vote “FOR” Merger with Innovex TODAY
2024年9月4日 - 9:30PM
ビジネスワイヤ(英語)
Transaction is immediately and significantly
accretive on all core metrics to Dril-Quip stockholders and will
materially enhance Dril-Quip’s strategic positioning
Dril-Quip Board unanimously recommends
stockholders vote “FOR” transaction at the special meeting
on September 5, 2024
The Dril-Quip, Inc. (NYSE: DRQ) (“Dril-Quip” or the “Company”)
Board of Directors unanimously recommends and urges Dril-Quip
stockholders to vote “FOR” the proposed merger with Innovex
Downhole Solutions, Inc. ("Innovex") and each of the proposals to
be considered at the special meeting on Thursday, September 5,
2024, at 9:30 a.m. Central Time.
The merger of Dril-Quip and Innovex is immediately and
significantly accretive on all core metrics to Dril-Quip
stockholders and offers the following strategic merits:
- Positions the Company with a scaled and diversified global
market presence
- Establishes a curated portfolio of complementary,
mission-critical products
- Enables key market expansion through cross-selling and
accelerated penetration – lower 48, Canada, Saudi Arabia and global
offshore
- Unlocks significant and achievable cost synergies of
approximately $30 million per year
- Improves earnings stability, resilience and growth
- Maintains a net cash position for future investment and
acquisitions
- Facilitates best-in-class practices and leadership from the
respective companies
Dril-Quip stockholders who have any questions concerning the
merger or the proxy statement/prospectus or would like assistance
in voting their shares of Dril-Quip common stock, please contact
Dril-Quip’s proxy solicitor:
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
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.
About Innovex Downhole Solutions, Inc.
Innovex designs, manufactures, and installs mission-critical
drilling & deployment, well construction, completion,
production, and fishing & intervention solutions to support
upstream onshore and offshore activities worldwide.
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 stockholders 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, including a supplement to the Proxy
Statement/Prospectus on August 26, 2024. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240903867110/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
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