Drilling Tools International: agrees to acquire Casing Technologies Group

What happened

• The company filed an 8-K reporting that on Oct 8, 2026 it entered into a Share Purchase Agreement under which Casing Technologies Group Limited (a wholly owned subsidiary of the company, the Buyer) will acquire from the Sellers all issued share capital of Saltire Energy Limited (1,240 ordinary shares of £1.00 each) and Foxley Energy Limited (100 ordinary shares of £1.00 each) (the Group).
• Aggregate consideration at Closing consists of £60,289,856.60 in cash (approximately $81,000,000 based on the exchange rate of $1.343 per £1.00 specified in the agreement) and unsecured loan notes to be exchanged for 17,355,139 shares of the company’s common stock; the Trustee Seller will receive cash only. The Sellers (other than the Trustee Seller) are expected to own approximately 30% of the company’s outstanding common stock following Closing assuming conversion of the rollover loan notes.

Key details

• The company must file a registration statement on Form S-4 within 45 days and seek Nasdaq listing approval for the equity consideration; stockholder approval (Parent Stockholder Approval) is required.
• Closing conditions include absence of legal restraints, effectiveness of the Registration Statement, Parent Stockholder Approval, and Nasdaq approval. Outside Date for the transaction is Mar 31, 2027; financing must be obtained by Nov 30, 2026 under certain termination provisions.
• The Sellers and the Group gave warranties and a warranty and indemnity insurance policy was obtained; the premium is to be split 50/50 and the buyer bears the retention. Liability caps include aggregate warranty and most tax indemnity claims capped at £1, certain excluded tax claims capped at £2,500,000, and other claims capped at the adjusted cash consideration received.
• A Lock-up and Investor Rights Agreement will impose 24 months of lock-up with tranches at 12, 18 and 24 months, limits on sales volume and transfer restrictions, and certain board designation rights for the seller representative.

Why it may matter

• Item 1.01 reports entry into a material definitive agreement to acquire the Group and describes the purchase price, consideration mix, representations and covenants. Item 7.01 furnishes a press release and investor presentation. Item 8.01 describes conditions to closing, termination rights, indemnities, lock-up terms and financing expectations. The filing does not show why the insider traded or why the company acted.