Dril-Quip, Inc. - DRQ STOCK NEWS

Innovex International has completed its merger with Dril-Quip (NYSE: DRQ), forming a new energy industrial platform. The merged entity, now called Innovex International, will begin trading on the NYSE under the ticker symbol "INVX" on September 9, 2024. As of the close of trading on September 6, 2024, Dril-Quip's stock ceased trading under the symbol DRQ.

This merger combines the strengths of both companies, with Innovex Downhole Solutions' expertise in designing and manufacturing products for the global upstream onshore and offshore activities and Dril-Quip's engineering and service capabilities for the oil and gas industry. The merged entity aims to deliver superior growth, cash flow, and returns, leveraging a talented workforce and a 'No Barriers' culture.

Dril-Quip (NYSE: DRQ) urges stockholders to vote 'FOR' the proposed merger with Innovex Downhole Solutions at the special meeting on September 5, 2024. The Board of Directors unanimously recommends the merger, citing immediate and significant accretion on all core metrics for Dril-Quip stockholders. The merger offers strategic benefits including:

- Scaled and diversified global market presence
- Complementary, mission-critical product portfolio
- Key market expansion opportunities
- $30 million annual cost synergies
- Improved earnings stability, resilience, and growth
- Maintained net cash position for future investments
- Best-in-class practices and leadership

Stockholders with questions can contact Sodali , Dril-Quip's proxy solicitor, for assistance.

Dril-Quip (NYSE:DRQ) and Innovex Downhole Solutions have withdrawn the charter amendment proposal for their proposed merger, eliminating the requirement for stockholder approval of certain post-closing governance matters. This decision comes after feedback from investors who expressed concerns about some governance provisions. The companies have waived the condition for the charter amendment approval, and Dril-Quip stockholders will no longer vote on Proposals 2 and 3 at the September 5, 2024 special meeting. The merger remains on track, with Dril-Quip's Board unanimously recommending stockholders vote 'FOR' the remaining proposals. This move demonstrates responsiveness to shareholder input and commitment to strong corporate governance practices.

GAMCO Asset Management Inc., owning 8.32% of Dril-Quip (NYSE: DRQ), plans to vote against the proposed merger with Innovex Downhole Solutions. GAMCO highlights that Institutional Shareholder Services (ISS) recommended voting against amending Dril-Quip's certificate of incorporation, a condition for the merger. GAMCO criticizes Dril-Quip's press release as deceptive, emphasizing that ISS's recommendations effectively oppose the merger. Key concerns include:

1. No control premium payment by Innovex and Amberjack Partners
2. Innovex's management taking over the combined company
3. Amberjack Partners gaining board control
4. 35.8% stock price decline since merger announcement
5. Golden parachutes for current Dril-Quip management

GAMCO argues that shareholder value has been destroyed while Dril-Quip's management benefits from the change of control.

GAMCO Asset Management Inc., an affiliate of GAMCO Investors, Inc. (OTCQX: GAMI), plans to vote against the proposed merger between Dril-Quip, Inc. (NYSE: DRQ) and Innovex Downhole Solutions. GAMCO, owning 8.32% of Dril-Quip's shares, believes the company is worth more as a standalone entity. Since the merger announcement on March 18, 2024, Dril-Quip's stock has declined 37.5%, significantly underperforming the sector. GAMCO estimates Dril-Quip's 2025 private market value at $39 per share, citing concerns about dilution of Dril-Quip's offshore franchise and weakening of its strong balance sheet. The merger would shift Dril-Quip's revenue mix, increasing exposure to the slowing U.S. onshore market while reducing its offshore focus.

Dril-Quip (NYSE:DRQ) has announced a special meeting of stockholders on September 5, 2024, to vote on the proposed merger with Innovex Downhole Solutions. The Dril-Quip Board of Directors unanimously recommends voting 'FOR' all proposals. The Form S-4 Registration Statement has been declared effective by the SEC, serving as both a proxy statement and prospectus for the merger.

Key points:

• Special meeting date: September 5, 2024, at 9:30 a.m. Central Time
• Record date for voting eligibility: August 5, 2024
• The Registration Statement is available on the SEC's website
• Stockholders needing assistance can contact Morrow Sodali,

Dril-Quip (NYSE:DRQ) announced Q2 2024 results with a revenue of $120.3 million, up 9.1% sequentially and 34.3% YoY. Subsea Products saw orders of $54.1 million, a 25% sequential increase. However, including a $39.6 million cancellation, bookings were $12.8 million.

The net loss reduced to $1.8 million from $20 million in Q1 2024. Adjusted EBITDA improved to $16.5 million, up $6.3 million sequentially. Gross margin rose to 30.8%.

The company highlighted successful strategic partnerships and acquisitions, notably in Subsea Products and Well Construction. Revenue growth was driven by increased subsea wellhead deliveries and the acquisition of Great North.

Dril-Quip is optimistic about the merger with Innovex Downhole Solutions, expected to close in Q3 2024, aiming for immediate accretive benefits and synergies across key markets.

Dril-Quip announced the appointment of Benjamin M. Fink to its Board of Directors. Mr. Fink, 54, brings extensive finance and energy industry expertise. He previously served as Executive VP and CFO at Anadarko Petroleum, and held leadership roles at Western Gas Partners and Western Gas Equity Partners. Fink also served on the board of Zimmer Energy Acquisition Corp and currently serves on Salt Creek Midstream's board. He holds a B.S. in Economics from the Wharton School and is a CFA charterholder. Dril-Quip's Board Chair, John Lovoi, expressed enthusiasm for Fink's appointment, highlighting his financial acumen and industry leadership as valuable assets during the company's growth phase.

Dril-Quip, Inc. announced its first quarter 2024 results, reporting a revenue of $110.3 million, a decrease of 12.7% sequentially but an increase of 21.4% year-over-year. The company had a net loss of $20.0 million, with adjusted EBITDA of $10.2 million. Dril-Quip maintained its MSCI ESG rating of 'A' and announced a strategic combination with Innovex Downhole Solutions Inc. Highlights include delivering first Great North wellheads internationally and installing the SS-15® RLDe Rigid Lockdown Subsea Wellhead System in Australia.