Drilling Tools International Corp. entered into a definitive merger agreement to acquire Superior Drilling Products, Inc. for approximately $32.2 million.
The closing of the transaction is conditional upon effectiveness of the Form S-4 Registration Statement, the required SDPI shareholder vote shall have been obtained, the shares of DTI common stock to be issued pursuant to the merger shall have been approved for listing, and others. The special committee of the Board of Directors of SDPI has unanimously determined that the agreement is in the best interests of SDPI and its shareholders and recommended that the SDPI Board approve the transaction. The transaction was unanimously approved by the Board of Directors of DTI and SDPI. The closing of the transaction is expected to occur in the third quarter of 2024. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor to DTI. Randolph Ewing of Ewing Jones, PLLC acted as legal advisor to SDPI, and Sam Gardiner, Jodi Simala and Ryan Ferris of Mayer Brown LLP acted as legal advisors to the Special Committee of the Board of Directors of SDPI. Growth Energy Capital Advisors LLC served as financial advisor to DTI, and Piper Sandler & Co. served as exclusive financial advisor and fairness opinion provider to the Special Committee of the Board of Directors of SDPI. SDPI agreed to pay Piper Sandler a fee of $2,000,000, which is payable contingent upon consummation of the Merger. SDPI also agreed to pay Piper Sandler a fee of $1,000,000, which was earned by Piper Sandler upon delivery of the Piper Sandler Opinion. SDPI retained Alliance Advisors, LLC as proxy solicitor for a fee of approximately $47,000. Continental Stock Transfer & Trust Company is the transfer agent for shares of DTI.