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Dril-Quip Moves to Ease Innovex Merger, Scraps Charter Vote
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Dril-Quip, Inc. (DRQ - Free Report) and Innovex Downhole Solutions, Inc. have announced a significant change in their proposed merger plan. The two companies have agreed to waive the requirement for Dril-Quip’s stockholders to approve an amendment to the company’s restated certificate of incorporation, also known as the charter amendment, as a condition for completing the merger.
Key Decisions on Charter Amendment Proposal
In a joint statement, Dril-Quip and Innovex confirmed that they will withdraw the charter amendment proposal (Proposal No. 2) and the related non-binding governance proposals (Proposal Nos. 3A – F) from the agenda of Dril-Quip’s upcoming special stockholders meeting scheduled for Sept. 5, 2024. The withdrawn proposals pertained to post-merger governance provisions that some stockholders found contentious.
This change implies that Dril-Quip’s stockholders will no longer need to vote on these proposals, as outlined in the company’s proxy statement/prospectus dated Aug. 6, 2024. By removing these governance provisions from the conditions of the merger, Dril-Quip and Innovex aim to facilitate a smoother path to closing the merger.
Responding to Shareholder Feedback
John V. Lovoi, Dril-Quip’s chairman of the board, indicated that the decision to withdraw the charter amendment proposal was induced by feedback from shareholders. Extensive discussions revealed that while investors recognized the strategic benefits of the merger with Innovex, they also had concerns about some governance provisions in the charter amendment.
Lovoi highlighted Dril-Quip's commitment to strong corporate governance and responsiveness to shareholder input. To address these concerns, the company collaborated with Innovex and its controlling stockholders to remove the contentious governance provisions.
Merger Remains on Track
Despite the withdrawal of the charter amendment proposal, the proposed merger between Dril-Quip and Innovex remains on track. Both companies reaffirmed their commitment to completing the merger, emphasizing the strategic benefits and value that it is expected to create for all stakeholders.
In a nutshell, Dril-Quip and Innovex's decision to waive the charter amendment requirement is a strategic move to ensure the smooth progression of their proposed merger. By listening to shareholders’ feedback and removing controversial governance provisions, the companies have demonstrated their commitment to both corporate governance and creating value for stakeholders.
Zacks Rank & Key Picks
Dril-Quip currently carries a Zack Rank #3 (Hold).
SM Energy is set to expand its oil-centered operations in the coming years with an increasing focus on crude oil, especially in the Permian Basin and Eagle Ford regions. The company’s attractive oil and gas investments should create long-term value for its shareholders.
The Zacks Consensus Estimate for SM’s 2024 EPS is pegged at $7.57. The company has a Zacks Style Score of A for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past seven days.
MPLX derives stable fee-based revenues from long-term contracts, with minimal exposure to commodity-price fluctuations. The partnership’s robust capital expenditure forecast for 2024, along with significant expansion initiatives, underscores its commitment to sustainable growth.
The Zacks Consensus Estimate for MPLX’s 2024 EPS is pegged at $4.21. The company has a Zacks Style Score of B for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past 30 days.
TechnipFMC is a leading manufacturer and supplier of products, services and fully integrated technology solutions for the energy industry, with a focus on the subsea segment in offshore basins worldwide. FTI’s growing backlog ensures strong revenue visibility and supports margin improvements.
The Zacks Consensus Estimate for FTI’s 2024 EPS is pegged at $1.25. The company has a Zacks Style Score of B for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past 30 days.
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Dril-Quip Moves to Ease Innovex Merger, Scraps Charter Vote
Dril-Quip, Inc. (DRQ - Free Report) and Innovex Downhole Solutions, Inc. have announced a significant change in their proposed merger plan. The two companies have agreed to waive the requirement for Dril-Quip’s stockholders to approve an amendment to the company’s restated certificate of incorporation, also known as the charter amendment, as a condition for completing the merger.
Key Decisions on Charter Amendment Proposal
In a joint statement, Dril-Quip and Innovex confirmed that they will withdraw the charter amendment proposal (Proposal No. 2) and the related non-binding governance proposals (Proposal Nos. 3A – F) from the agenda of Dril-Quip’s upcoming special stockholders meeting scheduled for Sept. 5, 2024. The withdrawn proposals pertained to post-merger governance provisions that some stockholders found contentious.
This change implies that Dril-Quip’s stockholders will no longer need to vote on these proposals, as outlined in the company’s proxy statement/prospectus dated Aug. 6, 2024. By removing these governance provisions from the conditions of the merger, Dril-Quip and Innovex aim to facilitate a smoother path to closing the merger.
Responding to Shareholder Feedback
John V. Lovoi, Dril-Quip’s chairman of the board, indicated that the decision to withdraw the charter amendment proposal was induced by feedback from shareholders. Extensive discussions revealed that while investors recognized the strategic benefits of the merger with Innovex, they also had concerns about some governance provisions in the charter amendment.
Lovoi highlighted Dril-Quip's commitment to strong corporate governance and responsiveness to shareholder input. To address these concerns, the company collaborated with Innovex and its controlling stockholders to remove the contentious governance provisions.
Merger Remains on Track
Despite the withdrawal of the charter amendment proposal, the proposed merger between Dril-Quip and Innovex remains on track. Both companies reaffirmed their commitment to completing the merger, emphasizing the strategic benefits and value that it is expected to create for all stakeholders.
In a nutshell, Dril-Quip and Innovex's decision to waive the charter amendment requirement is a strategic move to ensure the smooth progression of their proposed merger. By listening to shareholders’ feedback and removing controversial governance provisions, the companies have demonstrated their commitment to both corporate governance and creating value for stakeholders.
Zacks Rank & Key Picks
Dril-Quip currently carries a Zack Rank #3 (Hold).
Investors interested in the energy sector may look at some better-ranked stocks like SM Energy Company (SM - Free Report) , MPLX LP (MPLX - Free Report) and TechnipFMC plc (FTI - Free Report) . While SM Energy currently sports a Zacks Rank #1 (Strong Buy), MPLX and TechnipFMC carry a Zacks Rank #2 (Buy) each. You can see the complete list of today’s Zacks #1 Rank stocks here.
SM Energy is set to expand its oil-centered operations in the coming years with an increasing focus on crude oil, especially in the Permian Basin and Eagle Ford regions. The company’s attractive oil and gas investments should create long-term value for its shareholders.
The Zacks Consensus Estimate for SM’s 2024 EPS is pegged at $7.57. The company has a Zacks Style Score of A for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past seven days.
MPLX derives stable fee-based revenues from long-term contracts, with minimal exposure to commodity-price fluctuations. The partnership’s robust capital expenditure forecast for 2024, along with significant expansion initiatives, underscores its commitment to sustainable growth.
The Zacks Consensus Estimate for MPLX’s 2024 EPS is pegged at $4.21. The company has a Zacks Style Score of B for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past 30 days.
TechnipFMC is a leading manufacturer and supplier of products, services and fully integrated technology solutions for the energy industry, with a focus on the subsea segment in offshore basins worldwide. FTI’s growing backlog ensures strong revenue visibility and supports margin improvements.
The Zacks Consensus Estimate for FTI’s 2024 EPS is pegged at $1.25. The company has a Zacks Style Score of B for Value. It has witnessed upward earnings estimate revisions for 2024 and 2025 in the past 30 days.