HOUSTON, March 18,
2024 /PRNewswire/ -- Drilling Tools International
Corp. ("DTI" or the "Company") (NASDAQ: DTI), today announced it
has closed on the acquisition of UK-based Deep Casing Tools
("DCT"), a global leader in innovative downhole technology
solutions. Details of the transaction were not disclosed.
Deep Casing Tools specializes in the design, engineering and
manufacture of a range of patented and innovative products that add
value to well construction, well completion and casing installation
processes. Since 2012, Deep Casing Tools has supported operators
within the energy sector globally, including areas within the
Middle East as well as
Europe, America and Asia. The firm was established in 2008 with
the vision to design and commercialize market leading technologies
that enhance wellbore operations across global markets.
Wayne Prejean, CEO of DTI,
stated, "We are excited to embrace the dedicated and talented team
at Deep Casing Tools into the Drilling Tools International family.
Deep Casing Tools' innovative and market leading products include:
TurboCaserTM, a unique turbine-powered casing and liner
running system; TurboRunnerTM, a distinctive
turbine-powered completion running system; MechLOKTM
Drill Pipe Swivel, the world's only mechanically lockable drill
pipe swivel; the RubblizerTM, a first of its kind tool
and innovative solution for casing extraction in the Plug and
Abandonment process; and SelfLOK Floatation DeviceTM, a
revolutionary barrier for liner flotation in Extended Reach
Drilling (ERD) wells. Deep Casing's turbine tools are the only
tools on the market that work effectively without any surface
rotation, significantly reducing operational cost, risk, and most
importantly, the number of rig days required to drill a well."
Prejean added, "With this acquisition of Deep Casing Tools,
along with the pending acquisition of Superior Drilling Products,
Inc. (NYSE American: SDPI), we continue to demonstrate our
established M&A framework and robust M&A pipeline that will
allow us to selectively consolidate the oilfield services industry.
Furthermore, the acquisition of Deep Casing Tools broadens DTI's
growth opportunities, both domestically and internationally, with a
particular focus on expanding our presence in the Middle East. We are confident that these
partnerships will drive innovation, enhance our product offerings,
and, as a result, increase shareholder value."
David Stephenson, CEO at Deep
Casing Tools, commented, "We are very pleased to join the DTI
organization and I look forward to working with Wayne Prejean and DTI's leadership team as we
enter this next successful phase of our evolution. Deep Casing
Tools continues to push the boundaries of innovation and challenge
conventional target depth technology. Our long-term contracts for
our portfolio of products in Central
America, the Middle East
and Asia Pacific, as well as the
commercialization of three new technologies in the UK, Europe and beyond, is an excellent fit
with DTI's existing capabilities and footprint. By maintaining
complete control over the entire engineering and manufacturing
process, the partnership of DTI and Deep Casing Tools will ensure
unrivalled quality and design in its solutions worldwide."
Energy Ventures III LP, the largest shareholder in Deep Casing
Tools, will exit the company upon completion of the acquisition.
Greg Herrera, Senior Partner at EV
Private Equity, commented, "It has been a privilege to work
alongside the management team of Deep Casing Tools. I am sure that
within DTI, the business will continue to blossom."
Advisors
Winston & Strawn LLP acted as legal advisor to DTI, and KPMG
provided financial due diligence and tax due diligence to DTI.
Piper Sandler was the sell side
advisor and DLA Piper LLP (US) and DLA Piper Scotland LLP acted as
legal counsel to DCT.
About Drilling Tools International Corp.
DTI, with roots dating back to 1984, 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.
DTI operates from 16 locations across North America and has 4 International stocking
points across Europe and the
Middle East. To learn more about
DTI visit: www.drillingtools.com.
About Deep Casing Tools
Deep Casing Tools develops and delivers unique, patented,
innovative downhole technology solutions for the global oil and gas
sector. The Company continues to push the boundaries of innovation
and challenge conventional target depth technology, working closely
with its customers to design and develop new technologies to meet
their needs. For more information on Deep Casing Tools, visit
www.deepcasingtools.com.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed acquisition of Superior Drilling
Products, Inc. ("SDPI") by DTI. This press release shall also not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Additional Information for Superior Drilling Products, Inc.
Shareholders and Where to Find It
This press release contains information regarding a proposed
acquisition (the "SDPI Acquisition") of Superior Drilling Products,
Inc. ("SDPI") by Drilling Tools International Corporation ("DTI").
In connection with the SDPI Acquisition, DTI will file a
registration statement on Form S-4 which will include a
document that serves as a prospectus of DTI and a proxy statement
of SDPI (the "joint proxy statement/prospectus"), and each party
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 JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE
SCHEDULE 13E-3, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy
statement/prospectus will be sent to stockholders of SDPI.
Investors and security holders will be able to obtain free copies
of the registration statement and the joint 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 will be 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
will be available free of charge on the SDP 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 for the SDPI
Acquisition
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 stockholders in connection with the proposed SDPI Acquisition.
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, 2022, which was filed with the SEC on
March 21, 2023, its Proxy Statement for its 2023 Annual
Meeting Stockholders, which was filed with the SEC on May 18,
2023 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, 2022,
which was filed with the SEC on March 16, 2023, its Proxy
Statement for its 2023 Annual Meeting Stockholders, which was filed
with the SEC on June 30, 2023, its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023,
which was filed with the SEC on November 14, 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, will be
contained in the joint proxy statement/prospectus and
Schedule 13e-3 and other relevant materials in connection
with the transaction to be filed with the SEC when they become
available. Information concerning the interests of the participants
in the solicitation, which may, in some cases, be different than
those of SDP's shareholders generally, will be set forth in the
joint prospectus/proxy statement relating to the proposed
transaction and the Schedule 13e-3 when they become
available. 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 the Company may include,
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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, 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 merger transaction (the "SDPI Merger")
with Superior Drilling Products, Inc. ("SDPI"), including obtaining
SDPI stockholder approval and the regulatory approvals required for
the SDPI Merger on the anticipated schedule or at all, (17)
financing for the SDPI Merger may not be obtained by DTI on
favorable terms or at all, (18) the closing of the proposed SDPI
Merger may not occur or could be delayed, either as a result of
litigation related to the SDPI Merger 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 Merger may not be fully realized by DTI or may take longer or
cost more to be realized than expected, including that the SDPI
Merger may not be accretive to DTI within the expected timeframe or
the extent anticipated, (20) completing the SDPI Merger may
distract DTI management from other important matters, and (21)
other risks and uncertainties separately provided to you and
indicated from time to time described in filings and potential
filings by DTI and SDPI with the Securities and Exchange Commission
(the "SEC"). You should carefully consider the risks and
uncertainties described in the information presented in DTI's
current report on Form 8-K filed June 27,
2023 (the "8-K") and the quarterly report on Form 10-Q filed
November 14, 2023 (the "10-Q"). Such
forward-looking statements are based on the beliefs of management
of DTI, as well as assumptions made by, and information currently
available to DTI's management. Actual results could differ
materially from those contemplated by the forward-looking
statements as a result of certain factors detailed above and in the
proxy statement, the 8-K or the 10-Q. All subsequent written or
oral forward-looking statements attributable to DTI or persons
acting on its 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,
including those set forth in the Risk Factors section of the proxy
statement, and described in the 8-K and the 10-Q. DTI and SDPI
undertake no 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
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SOURCE Drilling Tools International Corp.
