Superior Drilling Products to be acquired by Drilling Tools International for ~$32.2M in cash and stock

Superior Drilling Products, Inc.

Total consideration of ~$32.2M payable in cash and DTI stock; each SDPI share may elect $1.00 cash or 0.313 DTI shares.
Deal unanimously approved by both boards and a special committee of SDPI; expected close in Q3 2024.
Shareholders representing ~40% of SDPI voting power (Meier family) have agreed to vote in favor via a Voting Agreement.
DTI expects the acquisition to be accretive, expand Middle East footprint, and reduce manufacturing and distribution costs.
Drill-N-Ream tool will be integrated into DTI's fleet; North American distribution relationship has existed since 2016.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Superior Drilling Products, Inc. entered into Agreement and Plan of Merger with Drilling Tools International Corporation, DTI Merger Sub I, Inc., DTI Merger Sub II, LLC (effective 2024-03-06).

Action: entry
Agreement: merger
Counterparty: Drilling Tools International Corporation, DTI Merger Sub I, Inc., DTI Merger Sub II, LLC
Effective: 2024-03-06

Exact text from the filing

On March 6, 2024, Superior Drilling Products, Inc., a Utah corporation (the “ Company ” or “ we ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Drilling Tools International Corporation, a Delaware corporation (“ Parent ”), DTI Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub I ”), and DTI Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“ Merger Sub II ” and together with Merger Sub I, “ Merger Subs ”).

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Source: SEC EDGAR

accession 0001193125-24-062312

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