DTI to acquire Saltire Energy for ~$80M cash plus 17.4M shares; deal expected to close in Q1 2027

Drilling Tools International Corp

Consideration: £60,289,856.60 cash (~$81M at $1.343/£) plus 17,355,139 DTI shares; Sellers expected to own ~30% of outstanding stock after closing.
Saltire run-rate 2026 revenue ~$50.4M, Adjusted EBITDA ~$22.5M (45% margin) and Adjusted Free Cash Flow of $15.8M; deal expected accretive to EBITDA margin and FCF/share in year one.
Eastern Hemisphere rises from ~18% of DTI standalone Q2 2026 revenue to ~40% pro forma; Aberdeen-based Saltire has bases in the UK, Norway, UAE, Singapore and Malaysia.
Sellers locked up 24 months with tranches released at 12, 18 and 24 months; they may designate a board member or non-voting observer. Outside Date March 31, 2027; financing deadline Nov 30, 2026.
DTI will file an S-4 proxy/prospectus within 45 days and seek DGCL Section 204/205 ratification of its 2024-2026 annual director elections, since its charter contemplated a classified board.

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