Superior Drilling Products Shareholders Approve Acquisition by Drilling Tools International

Rhea-AI Summary

Superior Drilling Products (NYSE American: SDPI) shareholders have approved the acquisition by Drilling Tools International (Nasdaq: DTI) at a special meeting. Over 99% of voted shares (representing 77% of total outstanding shares) were in favor of the merger agreement. The transaction is expected to close on August 1, 2024, after which SDPI's common stock will be delisted from public markets.

Troy Meier, SDP's Chairman and CEO, expressed satisfaction with this milestone and shareholder support, highlighting the opportunities ahead for the combined company. SDP, an innovative drilling tool technology company, designs, manufactures, and sells cost-saving solutions for the oil and natural gas drilling industry, including the patented Drill-N-Ream® well bore conditioning tool and Strider™ oscillation system technology.

Positive

• Overwhelming shareholder approval with 99% of voted shares in favor of the merger
• Potential for expanded opportunities and synergies as part of a larger combined company
• Expected closing date set for August 1, 2024, providing clarity on the transaction timeline

Negative

• Delisting of SDPI's common stock from public markets, potentially reducing liquidity for current shareholders
• Loss of independence as SDPI becomes part of Drilling Tools International

Financial Analyst

The acquisition of Superior Drilling Products (SDP) by Drilling Tools International (DTI) marks a significant consolidation in the drilling tool technology sector. With over 99% shareholder approval, this merger is poised to create a more robust entity in the oil and gas drilling industry.

From a financial perspective, this acquisition could lead to several synergies:

• Expanded market reach: DTI's broader distribution network could amplify SDP's product visibility.
• Cost efficiencies: Combining operations may result in reduced overhead and improved margins.
• Enhanced R&D capabilities: Pooled resources could accelerate innovation in drilling technologies.

However, investors should note that SDP's stock will be delisted post-acquisition, impacting liquidity for current shareholders. The August 1, 2024 closing date provides a clear timeline for market expectations.

While specific financial terms weren't disclosed, the overwhelming shareholder support suggests a favorable deal structure. The transaction's success will hinge on effective integration and the combined company's ability to capitalize on the "tremendous opportunities" mentioned by Troy Meier.

Oil & Gas Industry Expert

This merger between Superior Drilling Products (SDP) and Drilling Tools International (DTI) is a strategic move in the evolving oil and gas drilling sector. SDP's innovative technologies, particularly the Drill-N-Ream® and Strider™ systems, complement DTI's existing portfolio, potentially creating a more comprehensive drilling solutions provider.

The industry implications are noteworthy:

• Consolidation trend: This merger aligns with the ongoing consolidation in the oilfield services sector, as companies seek scale and efficiency.
• Technology focus: The combined entity will likely have a stronger emphasis on high-efficiency drilling tools, important in an era of cost-conscious oil and gas production.
• Market positioning: The merger could challenge larger players in the drilling technology space, potentially reshaping competitive dynamics.

For the broader oil and gas industry, this consolidation may lead to more integrated drilling solutions, potentially reducing well construction time and costs. However, it's important to monitor how this merger affects pricing and competition in the drilling tools market, as reduced competition could impact drilling operators' bargaining power.

Corporate Strategy Analyst

The acquisition of Superior Drilling Products (SDP) by Drilling Tools International (DTI) represents a well-executed corporate strategy with several key implications:

1. Market Consolidation: This move consolidates two complementary businesses, potentially creating a stronger competitor in the drilling tools market. It's a classic example of horizontal integration to gain market share and operational efficiencies.

2. Technology Acquisition: DTI gains access to SDP's patented technologies like Drill-N-Ream® and Strider™, enhancing its product portfolio without the time and cost of in-house development.

3. Manufacturing Capabilities: SDP's state-of-the-art fabrication facility adds valuable manufacturing capacity to DTI's operations, potentially reducing reliance on third-party manufacturers.

4. Go-Private Strategy: By taking SDP private, the combined entity can focus on long-term growth strategies without the short-term pressures of quarterly reporting and public market scrutiny.

The 99% shareholder approval indicates strong confidence in the deal's strategic rationale. However, the success of this acquisition will ultimately depend on effective post-merger integration, particularly in areas of culture, operations and technology development. Stakeholders should watch for announcements regarding integration plans and any potential restructuring to fully realize the merger's synergies.

VERNAL, Utah--(BUSINESS WIRE)-- Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today announced that its shareholders voted to approve the acquisition of SDP by Drilling Tools International Corporation (“DTI”) (Nasdaq: DTI) at the special meeting of shareholders held yesterday.

Troy Meier, SDP’s Chairman and CEO, stated, “We are pleased to have reached this important milestone and appreciate the support of our shareholders. Their confidence reflects a shared recognition of the tremendous opportunities ahead as a combined company. We are committed to ensuring a seamless transition and are excited to embark on this new chapter.”

More than 99% of the shares voted at the special meeting (representing approximately 77% of the total shares of SDPI outstanding as of the record date) were voted in favor of the merger agreement. SDP will file the final vote results, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission.

The closing of the transaction is expected to occur on August 1, 2024. Upon completion of the transaction, SDP’s common stock will no longer be listed on any public market.

About Superior Drilling Products, Inc.
Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs, and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® well bore conditioning tool and the patented Strider™ oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for leading oil field service companies. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. Additional information about the Company can be found at sdpi.com.

Safe Harbor Regarding Forward-Looking Statements
This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitation, statements regarding the proposed transaction, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should,” “plan or “will,” and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the effectiveness of success at expansion in the Middle East, options available for market channels in North America, the deferral of the commercialization of the Strider technology, the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry; general economic conditions; the conditions to the completion of the proposed transaction, the closing of the proposed transaction may not occur or could be delayed, either as a result of litigation related to the transaction or otherwise or result in significant costs of defense, indemnification, and liability, the risk that the cost savings and any other synergies from the transaction may not be fully realized by DTI or may take longer or cost more to be realized than expected, including that the transaction may not be accretive to DTI within the expected timeframe or the extent anticipated, completing the transaction may distract DTI and Company management from other important matters, the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), the possibility that competing offers or acquisition proposals for the Company will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances, which would require a party to pay a termination fee, the effect of the announcement or pendency of the proposed transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally, risks related to the proposed transaction diverting management’s attention from the Company’s or DTI’s ongoing business operations, the amount of costs, fees and expenses related to the proposed transaction, the risk that the Company’s or DTI’s stock price may decline significantly if the proposed transaction is not consummated, and the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay. These and other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by the Company with the Securities and Exchange Commission could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240730065922/en/

For more information, contact investor relations:

Deborah K. Pawlowski / Craig P. Mychajluk

Kei Advisors LLC

716-843-3908 / 716-843-3832

dpawlowski@keiadvisors.com / cmychajluk@keiadvisors.com

Source: Superior Drilling Products, Inc.

FAQ

What percentage of Superior Drilling Products (SDPI) shareholders approved the acquisition by Drilling Tools International?

Over 99% of the shares voted at the special meeting, representing approximately 77% of the total shares of SDPI outstanding, were in favor of the merger agreement.

When is the expected closing date for the acquisition of Superior Drilling Products (SDPI) by Drilling Tools International?

The closing of the transaction is expected to occur on August 1, 2024.

What will happen to Superior Drilling Products (SDPI) stock after the acquisition?

Upon completion of the transaction, SDPI's common stock will no longer be listed on any public market.

What are the main products of Superior Drilling Products (SDPI)?

SDPI's main products include the patented Drill-N-Ream® well bore conditioning tool, the patented Strider™ oscillation system technology, and PDC (polycrystalline diamond compact) drill bits.