Dril-Quip Announces Special Meeting Date to Vote on Pending Merger with Innovex; Form S-4 Registration Statement Declared Effective

Rhea-AI Summary

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,

Positive

• Board of Directors unanimously recommends the merger
• Form S-4 Registration Statement declared effective by SEC
• Potential for synergies and market expansion through the merger with Innovex

Negative

• Potential dilution of existing shareholders due to issuance of new shares for the merger

Insights

Legal Expert

The announcement of Dril-Quip's special meeting to vote on the merger with Innovex is a significant development in the company's corporate trajectory. The effectiveness of the Form S-4 Registration Statement is a crucial milestone in the merger process, indicating that the SEC has completed its review and allowed the transaction to proceed to a shareholder vote.

From a legal standpoint, the unanimous recommendation of Dril-Quip's Board of Directors for stockholders to vote in favor of the proposals is noteworthy. This suggests that the Board believes the merger is in the best interest of shareholders, potentially mitigating future legal challenges.

The September 5 meeting date and August 5 record date are key for shareholders to be aware of, as they determine voting eligibility. The availability of the Proxy Statement/Prospectus on the SEC website ensures transparency and compliance with securities regulations, which is essential for the legal validity of the merger process.

Financial Analyst

The pending merger between Dril-Quip and Innovex represents a potentially transformative event for both companies. While specific financial details are not provided in this announcement, the merger could lead to synergies, cost savings and enhanced market position in the oil and gas equipment and services sector.

Investors should closely examine the Proxy Statement/Prospectus for details on the exchange ratio, potential dilution for existing Dril-Quip shareholders and projected financial benefits of the merger. The unanimous board recommendation suggests confidence in the deal's value creation potential.

The market's reaction to this news will be important to watch, as it may indicate investor sentiment towards the merger. Shareholders should evaluate how the combined entity's financial profile, growth prospects and competitive position align with their investment goals before casting their votes.

Market Research Analyst

The Dril-Quip and Innovex merger signifies a strategic move in the oilfield services industry, potentially reshaping market dynamics. This consolidation could lead to a stronger competitive position against larger players in the sector, particularly in downhole technologies and subsea systems.

Investors should consider the broader industry trends driving this merger, such as the need for operational efficiency and technological innovation in a challenging oil and gas market. The combined entity may be better positioned to navigate market fluctuations and capitalize on growth opportunities in both onshore and offshore segments.

The market's reception of this merger could influence similar consolidation moves in the industry. Stakeholders should monitor how this transaction impacts the competitive landscape and whether it triggers a wave of mergers and acquisitions among mid-sized oilfield service companies seeking to enhance their market presence and technological capabilities.

HOUSTON, TX / ACCESSWIRE / August 6, 2024 / Dril-Quip, Inc. (NYSE:DRQ), ("Dril-Quip"), announced that its special meeting of stockholders will be held on Thursday, September 5, 2024, at 9:30 a.m., Central Time for consideration and voting on the proposed merger between Innovex Downhole Solutions, Inc. ("Innovex") and Dril-Quip (the "Transaction"), as well as certain other matters relating thereto ("Dril-Quip Special Meeting"). The record date for the determination of stockholders entitled to receive notice of and to vote at the Dril-Quip Special Meeting is the close of business on August 5, 2024.

The Dril-Quip Board of Directors unanimously recommends that stockholders vote "FOR" each of the proposals to be considered at the Dril-Quip Special Meeting.

The registration statement on Form S-4 (as amended, the "Registration Statement") of Dril-Quip has become effective today as filed with the U.S. Securities and Exchange Commission ("SEC"). The Registration Statement serves as both a proxy statement of Dril-Quip to solicit proxies for the meeting of Dril-Quip stockholders and as a prospectus relating to the Dril-Quip shares to be issued to certain Innovex stockholders under the Transaction (the "Proxy Statement/Prospectus"). A copy of the Registration Statement is accessible on the SEC's website at www.sec.gov.

Dril-Quip stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials or have questions regarding the upcoming special meeting may contact Dril-Quip's proxy solicitor, Morrow Sodali, LLC, by calling toll-free at (800) 662-5200.

About Dril-Quip, Inc.

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. Innovex combines best-in-class engineering expertise with a unique blend of conventional, innovative, and proprietary technologies including WearSox® deepwater centralization products, SwivelMASTER® deployment technology, and dissolvable frac plugs, QCI artificial lift technologies, and a full suite of fishing tools. The company is headquartered in Houston, Texas with sales, operations and service locations throughout North America, Latin America, Europe, the Middle East, and Asia.

Contact Information

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

Important Information for Stockholders

In connection with the proposed merger of Dril-Quip and Innovex, Dril-Quip filed with the SEC the Registration Statement on May 1, 2024 that 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.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SOURCE: Dril-Quip, Inc.

View the original press release on accesswire.com

FAQ

When is Dril-Quip's (DRQ) special meeting to vote on the Innovex merger?

Dril-Quip's special meeting to vote on the merger with Innovex is scheduled for Thursday, September 5, 2024, at 9:30 a.m. Central Time.

What is the record date for Dril-Quip (DRQ) shareholders to vote on the Innovex merger?

The record date for Dril-Quip shareholders to be eligible to vote on the Innovex merger is the close of business on August 5, 2024.

Has the SEC approved Dril-Quip's (DRQ) Form S-4 Registration Statement for the Innovex merger?

Yes, Dril-Quip's Form S-4 Registration Statement for the Innovex merger has been declared effective by the SEC as of August 6, 2024.

How can Dril-Quip (DRQ) shareholders get assistance with proxy materials for the Innovex merger vote?

Dril-Quip shareholders can contact the company's proxy solicitor, Morrow Sodali, , by calling toll-free at (800) 662-5200 for assistance with proxy materials or questions about the special meeting.