DTI to Acquire Saltire Energy for $80M Cash, 17.4M Shares

Houston – October 08, 2026 -- Drilling Tools International Corp. (NASDAQ: DTI) has signed a definitive agreement to acquire Aberdeen-based Saltire Energy Limited and Foxley Energy Limited for approximately $80 million in cash plus 17.4 million shares of DTI common stock, a deal expected to close in the first quarter of 2027.

Acquisition nearly doubles DTI's international revenue exposure

The transaction will lift DTI's Eastern Hemisphere contribution from roughly 18% of standalone revenue in the second quarter of 2026 to approximately 40% of pro forma revenue post-close. Saltire, founded in 1986, operates rental fleets of drilling tubulars, downhole tools and pressure control equipment across the North Sea, Norway, the United Arab Emirates, Singapore and Malaysia, serving Tier 1 E&P operators and drilling contractors.

Saltire brings $50.4 million run-rate revenue and 45% EBITDA margin

Based on management estimates from third-quarter 2026 monthly performance, Saltire is projected to generate run-rate 2026 revenue of approximately $50.4 million, Adjusted EBITDA of approximately $22.5 million (a 45% margin), and Adjusted Free Cash Flow of $15.8 million. DTI expects the combination to be accretive to Adjusted EBITDA margin and Adjusted Free Cash Flow per share in the first year after closing.

Loggie family to retain roughly 30% of the combined company

Mike Loggie, Saltire's founder and CEO, and the Loggie family are expected to hold approximately 30% of DTI common stock after closing, with shares subject to lock-up arrangements. Loggie and his management team will remain with the combined business. Wayne Prejean, DTI's Chairman and CEO, said Saltire's established relationships across the North Sea and Middle East offer scale that "can take many years to build organically."

Deal structure relies on new debt financing and fixed share count

DTI will fund the cash portion through new debt financing and borrowings under its existing credit facility. The 17.4 million share component is fixed and will not adjust for DTI stock price movements before closing; its value will be set using the 20-day volume-weighted average price immediately prior to closing. The deal requires DTI stockholder approval and customary regulatory clearances, with DTI to file a Form S-4 registration statement with the SEC.

Cross-selling plan pairs DTI's wellbore technology with Saltire's distribution network

DTI plans to deploy proprietary tools including ClearPath, Drill-N-Ream, Mechlok, Turbocaser and Turborunner into Saltire's Eastern Hemisphere markets, while adding Saltire's drilling jars and pressure control equipment to DTI's existing offering. Evercore advised DTI on the transaction, with Winston Taylor LLP as legal counsel; Piper Sandler Ltd advised Saltire, with Pinsent Masons LLP serving as its legal counsel.

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