GAMCO: Glass Lewis Firmly Opposes Dril-Quip Merger

$DRQ

Greenwich, CT - GAMCO Asset Management Inc. ("GAMCO"), an affiliate of GAMCO Investors, Inc. (OTCQX: GAMI), on behalf of its clients and certain of its affiliates owns approximately 2,872,654 shares ofDril­ Quip, Inc. (NYSE: DRQ) ("Dril-Quip"), representing 8.34% of the 34,452,230 outstanding shares. GAMCO intends to vote "Against" the proposed merger with Innovex Downhole Solutions ("Innovex").

On August 23, 2024, Glass, Lewis & Co. LLC ("Glass Lewis") published its report regarding Dril-Quip's merger with Innovex. Glass Lewis recommends that stockholders vote "Against" all proposals at Dril-Quip's Special Meeting of Stockholders scheduled for September 5, 2024. The report cites ''problematic merger provisions" and a "significant loss of value" amongst the key reasons for their opposition. GAMCO commends Glass Lewis for its diligent analysis and attention to these critical issues.

Late Proxy Amendment: Today, Dril-Quip amended its proxy statement to remove the requirement that the approval of the proposal to amend Dril-Quip's certificate of incorporation be passed as a condition to closing the merger. This material change was communicated just 11 days before shareholders are scheduled to vote on the future direction ofDril-Quip. GAMCO views the removal of this proposal as a desperate attempt by Dril-Quip and Innovex to take advantage ofISS's (Institutional Shareholder Services Inc.) mixed and confusing recommendation to push the merger across the finish line. Further, although Dril-Quip has withdrawn certain problematic governance-related proposals, the fact that these provisions were initially included raises serious questions about the future governance of the merged entity. This casts a shadow over the merger, as the potential for future governance issues remains a significant risk, potentially leading to decisions that could negatively impact shareholder interests and long-term value.

Shareholder Value Erosion: Since the announcement of this merger, shareholder value has been significantly eroded, while current Dril-Quip management stands to exit with lucrative golden parachutes. When Dril-Quip announced its intention to merge with Innovex, the stock price was $23.73. As of August 26, 2024, Dril­ Quip's stock price has declined by 32%, compared to a much smaller 6% decline in the VanEck Oil Services ETF (OIH) over the same period. This stark contrast underscores the negative market reaction to the proposed merger and the potential long-term consequences for shareholders. Amendment No. 2 to Form S-4 (filed on August 5, 2024) indicated that the merger ofDril-Quip with Innovex constitutes a change of control. As a result of this change of control, we estimate that Dril-Quip's CEO, Jeff Bird, and CFO, Kyle McClure, will receive compensation totaling $8.1 million and $3.8 million, respectively.

Undervalued Shares: GAMCO believes that Dril-Quip shares are significantly undervalued and believes that rejecting this merger will allow Dril-Quip's true value to be realized, free from the constraints and risks posed by the proposed transaction.

Permission to use quotes were neither sought nor obtained.

GAMCO Investors, Inc., through its subsidiaries, manages assets of private advisory accounts (GAMCO), mutual funds and closed­ end funds (Gabelli Funds, LLC) and is known for its Private Market Value with a Catalyst™ style of investment.

Source:

https://www.sec.gov/Archives/edgar/data/807249/000080724924000103/drq_10.pdf