Drilling Tools International Corp. Signs Definitive Agreement to Acquire Saltire Energy Limited & Foxley Energy Limited
Combination creates a stronger, more diversified global platform
Expands Eastern Hemisphere presence to approximately 40% of pro forma revenue
Transaction is expected to be immediately accretive to key financial metrics
HOUSTON, Oct. 8, 2026 /PRNewswire/ -- Drilling Tools International Corp. (NASDAQ: DTI) ("DTI" or the "Company"), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore horizontal and directional drilling operations, as well as other cutting-edge solutions across the well life cycle, today announced that it has entered into a definitive agreement to acquire Saltire Energy Limited and Foxley Energy Limited (combined "Saltire"), a leading Aberdeen-based provider of rental drilling tools serving the North Sea, Middle East, Asia Pacific, and other key Eastern Hemisphere growth markets. Total consideration consists of approximately $80 million in cash and 17.4 million shares of DTI common stock, par value $0.0001 per share (the "DTI Common Stock"), subject to customary closing adjustments. The transaction is expected to close in the first quarter of 2027.
Founded in 1986, Saltire is a specialty rental provider of drilling tubulars, downhole and bottom hole assembly tools, and pressure control equipment, with operating bases in the United Kingdom, Norway, the United Arab Emirates, Singapore and Malaysia. Its in-depth and relevant rental fleet is deployed to customers around the Eastern Hemisphere, and it has built long-standing relationships with Tier 1 E&P operators, drilling contractors and service companies that it has maintained through market cycles.
The combination with Saltire is expected to be accretive to both Adjusted EBITDA(1) margins and Adjusted Free Cash Flow(1)(2) per share in the first year following closing, support stronger cash flow generation per share and significantly expand DTI's international presence. Based on management's estimates derived from recent monthly performance updates in the third quarter of 2026 and current visibility, Saltire is expected to generate run rate 2026 revenue of approximately $50.4 million, Adjusted EBITDA(1) of approximately $22.5 million, representing a 45% Adjusted EBITDA margin, and Adjusted Free Cash Flow(1)(2) of $15.8 million. Saltire's rental-focused model closely resembles DTI's and has a history of resilient financial performance through industry cycles. The transaction is expected to increase DTI's Eastern Hemisphere contribution from approximately 18% of DTI's standalone revenue in the second quarter of 2026 to approximately 40% of pro forma revenue post-close, creating a more balanced revenue mix with global rig exposure. Saltire's established product bases across the North Sea, Middle East and Asia expand and accelerate DTI's tools and technology into new growing international markets and create clear cross-selling opportunities, from deploying DTI's proprietary wellbore optimization technologies, such as ClearPath™ and Drill-N-Ream® ("D-N-R"), into Saltire's existing markets as well as adding Saltire's drilling jars and pressure control equipment to DTI's total offering to customers.
"We are extremely excited about this transformative transaction," stated Wayne Prejean, Chairman and Chief Executive Officer of DTI. "Saltire is a natural fit for DTI. Like us, Saltire rents the mission-critical downhole tools operators depend on, and it does so in the attractive international markets where we have long sought a scaled presence. Saltire has established relationships across the North Sea, the Middle East and other key Eastern Hemisphere markets, and with limited customer overlap, Saltire nearly doubles DTI's international exposure to approximately 40% of pro forma revenue in a single step. That kind of international scale and those established customer relationships can take many years to build organically. We expect the combination to be accretive to Adjusted EBITDA margin and Adjusted Free Cash Flow per share in the first year following closing.
"Looking ahead, we see a real opportunity to bring technologies like Mechlok, Turbocaser, Turborunner, ClearPath and D-N-R to Saltire's customers through its distribution network, and to give customers a global platform backed by greater financial strength. The combined company is expected to generate significant Adjusted Free Cash Flow, which gives DTI a clear path to de-lever quickly. Just as importantly, Mike Loggie, the Founder of Saltire, and the Loggie family will retain approximately 30% of the combined company. This reflects our shared conviction that these businesses are stronger together and that the most meaningful value creation is still ahead of us. We are building for the future, and we're glad to be doing it alongside the Saltire and Foxley teams," concluded Prejean.
Mike Loggie, Founder and Chief Executive Officer of Saltire, added, "Both personally and professionally, this is a proud day for me, my family, and for everyone at Saltire and Foxley as we mark our 40th year in business. What we started four decades ago has become a trusted partner to some of the most demanding operators in the world, and that is a credit to our people, their expertise, commitment to safety, and dedication to our valued customers. As we thought about Saltire's next chapter, we weren't looking for an exit. We wanted a partner that shares our focus on exceptional service, proven reliability and technical excellence. We chose to take a meaningful part of our consideration in DTI Common Stock, and we expect to remain a significant shareholder. We're not stepping away. We are invested in this company for the long term, and our customers can expect the same people and the same trusted service they've always relied on, now backed by DTI's global platform, technology offerings, deep industry expertise, and long-term commitment to helping the business grow. We are excited to build on the combined company's extremely strong reputation and create new opportunities for our customers, employees, and partners."
Transaction and Timing
Under the terms of the definitive agreement, DTI will acquire 100% of Saltire for total consideration of approximately $80 million in cash and 17.4 million shares of DTI Common Stock, subject to customary closing adjustments. The value of the share consideration will be determined by multiplying 17.4 million shares by the 20-day volume-weighted average price of DTI's Common Stock immediately prior to closing. The share consideration is fixed at 17.4 million shares of DTI Common Stock and will not be adjusted for changes in the market price of DTI Common Stock prior to closing. Upon closing, the sellers, including the Loggie family, are expected to own approximately 30% of DTI Common Stock. The shares will be subject to lock-up arrangements, the terms of which will be described in the registration statement on Form S-4. DTI expects to fund the cash consideration through new debt financing and borrowings under its existing credit facility. See corresponding transaction Form 8-K and future filings for additional information.
The transaction, which is expected to close in the first quarter of 2027, is subject to customary regulatory approvals and closing conditions, including approval by DTI's stockholders. DTI intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC"), which will include additional information regarding the transaction.
Upon closing, Wayne Prejean will continue to serve as Chairman and Chief Executive Officer of DTI. Mike Loggie, Saltire's founder, and all members of Saltire's management team will remain with the combined company. DTI Common Stock will continue to trade its common stock on the Nasdaq Capital Market under the symbol "DTI."
Advisors
Evercore acted as financial advisor to DTI in connection with the transaction. Winston Taylor LLP is serving as DTI's legal counsel on the transaction. Piper Sandler Ltd acted as financial advisor to Saltire. Pinsent Masons LLP is serving as Saltire's legal counsel on the transaction.
Conference Call and Additional Materials
DTI will hold a conference call today, October 8, 2026, at 9:00 a.m. Eastern Time / 8:00 a.m. Central Time to discuss the acquisition. An investor presentation regarding the transaction can also be found at https://investors.drillingtools.com.
Please dial 201-389-0869 and ask for the DTI call at least 10 minutes prior to the start time, or via live webcast by logging onto the webcast at this URL address: https://investors.drillingtools.com/news-events/events. An audio replay will be available through October 15, 2026 and may be accessed by dialing 201-612-7415 and using passcode 13763172#. Also, an archive of the webcast will be available shortly after the call at https://investors.drillingtools.com/news-events/events for 90 days. Please submit any questions for management prior to the call via email to [email protected].
About Drilling Tools International Corp.
DTI is a Houston, Texas based leading oilfield services company that manufactures and rents downhole drilling tools used in horizontal and directional drilling of oil and natural gas wells. With roots dating back to 1984, DTI operates from 15 service and support centers across North America and maintains 11 international service and support centers across the EMEA and APAC regions. To learn more about DTI, please visit: www.drillingtools.com.