GAMCO: Dril-Quip’s ‘ISS For Merger’ Claim Is Contrary To ISS’s Actual Position
On August 16, 2024, Institutional Shareholder Services (“ISS”) published its report on Dril-Quip’s merger with Innovex. In summary, ISS recommended voting in favor of the proposal to issue shares in connection with the merger, but it recommended voting against the proposal to amend Dril-Quip’s certificate of incorporation. Both proposals must be passed as a condition to closing the merger. ISS’s recommendations are actually a vote against the merger and further highlight governance concerns connected to the transaction. Dril-Quip issued a press release on August 19, 2024, with a deceptive headline indicating that ISS recommend stockholders vote for Dril-Quip’s merger with Innovex.
With respect to the proposal to amend Dril-Quip’s certificate of incorporation ISS detailed that Dril-Quip “has not presented a compelling rationale for conditioning the merger on approval of charter amendments which will benefit one investor at the expense of existing shareholders.” (1)
Innovex and Amberjack Partners (which owns
Shareholder value has been destroyed since the announcement of this merger, while current Dril-Quip’s management exits with golden parachutes. Dril-Quip’s stock price was
(1) Permission to use quote was neither sought nor obtained.
GAMCO Investors, Inc., through its subsidiaries, manages assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC) and is known for its Private Market Value with a Catalyst™ style of investment.
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Robert Leininger
Chair, Proxy Voting Committee
(914) 921-7754
For further information please visit
www.gabelli.com
Source: GAMCO Investors, Inc.