INTRODUCTION
This amendment No. 2 to Rule 13e-3 Transaction Statement (the “Transaction Statement”)
on Schedule 13E-3 (this “Final Amendment”), together with the exhibits hereto, is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Drilling Tools International Corporation, a Delaware corporation (“DTI”), (ii) DTI Merger Sub I, Inc., a Delaware corporation (“Merger Sub
I”), (iii) DTI Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), (iv) G. Troy Meier, (v) Annette Meier, (vi) Meier Family Holding Company, LLC and (vii) Meier Management Company, LLC
(collectively, together with Superior Drilling Products, Inc. (“SDPI”), the “Filing Persons”).
This Final Amendment
relates to the Agreement and Plan of Merger, dated March 6, 2024 (as it may have been amended from time to time, the “Merger Agreement”), by and among SDPI, DTI, Merger Sub I, and Merger Sub II, pursuant to which (i) Merger Sub
I, a direct and wholly owned subsidiary of DTI, merged with and into SDPI with SDPI surviving as a wholly owned subsidiary of DTI (the “First Merger,” and such surviving corporation, the “Surviving Corporation”) and
(ii) following the effective time of the First Merger (the “First Effective Time”), the Surviving Corporation merged with and into DTI Merger Sub II, a direct and wholly owned subsidiary of DTI, with Merger Sub II surviving as a
wholly owned subsidiary of DTI (the “Second Merger,” and together with the First Merger, the “Merger”).
This Final
Amendment amends the Transaction Statement filed with the SEC on May 10, 2024, as amended on June 25, 2024.
At 5:00 p.m.
Eastern time on July 29, 2024 (the “Election Deadline”), no further elections by SDPI shareholders were accepted. The Merger Consideration election results were as follows:
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Holders of approximately 80.5% of the outstanding shares of SDPI Common stock, or 24,464,146 shares, elected to
receive the Stock Election Consideration; |
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Holders of approximately 5.3% of the outstanding shares of SDPI Common Stock, or 1,605,736 shares, elected to
receive the Cash Election Consideration; and |
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Holders of approximately 14.2% of the outstanding shares of SDPI Common Stock, or 4,321,362 shares, made no
election, and, as a result, received the Cash Election Consideration. |
Because the Maximum Share Amount was exceeded,
holders of SDPI Common Stock who elected to receive all Stock Election Consideration received a portion of their Merger Consideration in Cash Election Consideration.
The Merger became effective, with respect to the First Merger, upon the filing and acceptance of articles of merger (the “First
Certificate of Merger”) with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) on August 1, 2024 and immediately thereafter, with respect to the Second Merger, a
certificate of merger or articles of merger, as applicable, was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).
Regulation M-A Item 1016
The information in Item 16 of the Transaction Statement is supplemented with the following additions:
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