HOUSTON and DALLAS, March 22,
2023 /PRNewswire/ -- Drilling Tools International
Holdings, Inc. ("DTI" or the "Company"), a leading oilfield
services company that manufactures and provides a differentiated,
rental-focused offering of tools for use in horizontal and
directional drilling, and ROC Energy Acquisition Corp. ("ROC")
(Nasdaq: ROC), a publicly traded special purpose acquisition
company, today announced DTI will host a Virtual Analyst &
Investor Day on Tuesday, April 18,
2023 at 10:00am EDT.
During the two-hour virtual event, members of the DTI and ROC
executive teams will provide a formal overview of the Company and
its proposed business combination with ROC, which will be followed
by a live question and answer session hosted by the DTI and ROC
management teams.
Registration is required for this virtual event. To register,
please click here. The live webcast and
presentation materials, as well as a replay of the webcast after
the event, will be available on the DTI investor relations website:
www.drillingtools.com/investors.
About Drilling Tools International
DTI is a Houston, Texas based
leading oilfield services company that rents downhole drilling
tools used in horizontal and directional drilling of oil and
natural gas wells. DTI operates from 22 locations across
North America, Europe and the Middle East. To learn more about DTI visit:
www.drillingtools.com.
On February 14, 2023, DTI
announced it had entered into a business combination agreement with
ROC. Following the consummation of the proposed business
combination, which is subject to customary closing conditions, DTI
is expected to become a public company listed on the Nasdaq Stock
Exchange under the new ticker symbol "DTI" in the second quarter of
2023.
About ROC Energy Acquisition Corp.
ROC is a blank check company formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. While ROC may pursue an acquisition in any
business industry or sector, it has concentrated its efforts on the
traditional energy sector in the U.S. ROC is led by Chief Executive
Officer Daniel Jeffrey Kimes and
Chief Financial Officer Rosemarie
Cicalese. To learn more, visit: https://rocspac.com.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of DTI, ROC, and the combined
company resulting from their combination (the "Combined Company")
may include, "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements regarding the proposed business
combination and the financing thereof, and related matters, as well
as all other statements other than statements of historical fact
included in this press release are forward–looking statements. When
used in this press release, words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions, as they relate to DTI,
ROC, or the Combined Company, or their respective management teams,
identify forward-looking statements. These forward-looking
statements also involve significant risks and uncertainties, some
of which are difficult to predict and may be beyond the control of
DTI, ROC, and the Combined Company. These risks could cause the
actual results to differ materially from the expected results.
Factors that may cause such differences include, but are not
limited to: (1) the outcome of any legal proceedings that may be
instituted in connection with the proposed business combination,
(2) the inability to complete the proposed business
combination, (3) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
business combination, (4) the risk that the proposed business
combination disrupts current plans and operations of DTI or ROC,
(5) the inability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the Combined Company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees, (6) costs related
to the proposed business combination, (7) the ability to meet stock
exchange listing standards at or following consummation of the
proposed business combination, (8) changes in applicable laws or
regulations, (9) the possibility that DTI or the Combined Company
may be adversely affected by other economic, business, and/or
competitive factors, (10) the impact of the global COVID-19
pandemic, and (11) other risks and uncertainties separately
provided to you and indicated from time to time described in
filings and potential filings by DTI, ROC, or the Combined Company
with the Securities and Exchange Commission ("SEC"). In addition,
there are risks and uncertainties described in the registration
statement on Form S-4 related to the proposed business combination
filed with the SEC by ROC on February 14,
2023 (the "Registration Statement"). Such forward-looking
statements are based on the beliefs of management of DTI, ROC and
the Combined Company, as well as assumptions made by, and
information currently available to, DTI's and ROC's management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Registration Statement. All subsequent written or
oral forward-looking statements attributable to DTI, ROC, or the
Combined Company or persons acting on each of their respective
behalves are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of each of DTI, ROC, and the
Combined Company, including those set forth in the Risk Factors
section of the Registration Statement. DTI, ROC, and the Combined
Company each undertake no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
Important Information About the Proposed Business Combination
and Where to Find It
ROC has filed with the SEC the Registration Statement, which
includes a preliminary proxy statement/prospectus/consent
solicitation statement, that is (i) the preliminary proxy statement
to be distributed to ROC's stockholders in connection with its
solicitation of proxies for the vote by ROC's stockholders with
respect to the proposed business combination and other matters as
are described in the Registration Statement, (ii) the preliminary
prospectus relating to the offer and sale of the securities to be
issued in the proposed business combination, and (iii) the
preliminary consent solicitation statement that DTI will provide to
holders of its common stock and preferred stock to solicit the
required written consent to adopt and approve the business
combination agreement and approve the proposed business
combination. After the Registration Statement is declared
effective, ROC will mail a definitive proxy
statement/prospectus/consent solicitation statement and other
relevant documents to its stockholders. This press release does not
contain all the information that should be considered concerning
the proposed business combination and is not intended to form the
basis of any investment decision or any other decision in respect
of the proposed business combination. ROC's stockholders and other
interested persons are advised to read the preliminary proxy
statement/prospectus/consent solicitation statement included in the
Registration Statement and any future amendments thereto, when
available, and the definitive proxy statement/prospectus/consent
solicitation statement and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about DTI, ROC, the Combined Company and the
proposed business combination.
When available, the definitive proxy
statement/prospectus/consent solicitation statement and other
relevant materials for the proposed business combination will be
mailed to stockholders of ROC as of a record date to be established
for voting on the proposed business combination. Stockholders will
also be able to obtain copies of the preliminary proxy statement,
the definitive proxy statement and other documents filed with the
SEC, without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to ROC's secretary at 16400
Dallas Parkway, Dallas, TX 75248,
(972) 392-6180.
Participants in the Solicitation
ROC and its directors, executive officers, other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies of ROC's stockholders
in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names and interests in the proposed business combination of ROC's
directors and officers in the Registration Statement. Stockholders
can obtain copies of the Registration Statement, without charge, at
the SEC's website at www.sec.gov. DTI and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders of ROC in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination are included in the
preliminary proxy statement/prospectus/consent solicitation
statement for the proposed business combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/drilling-tools-international-to-host-virtual-analyst--investor-day-on-april-18-2023-301777836.html
SOURCE ROC Energy Acquisition Corp.