HOUSTON and DALLAS, May 17, 2023
/PRNewswire/ -- ROC Energy Acquisition Corp. ("ROC") (Nasdaq:
ROC), a publicly traded special purpose acquisition company, today
announced that ROC's registration statement on Form S-4, relating
to the previously announced proposed business combination between
ROC and Drilling Tools International Holdings, Inc. ("DTI" or the
"Company"), a leading oilfield services company that manufactures
and provides a differentiated, rental-focused offering of tools for
use in horizontal and directional drilling, has been declared
effective by the U.S. Securities and Exchange Commission.
ROC is mailing the definitive proxy statement/prospectus/consent
solicitation statement (the "Proxy Statement") to stockholders of
record as of the close of business on May 8,
2023. The Proxy Statement contains a notice and voting
instruction form or a proxy card relating to the special meeting of
ROC's stockholders (the "Special Meeting").
The Special Meeting to approve the proposed business combination
is scheduled to be held on June 1,
2023 at 11:00 a.m. Eastern
Time via a virtual meeting format at
https://www.cstproxy.com/rocspac/2023. If the requisite proposals
at the Special Meeting are approved, the parties anticipate that
the proposed business combination will close and the combined
entity will commence trading on the Nasdaq under the new ticker
symbol "DTI" shortly thereafter, subject to the satisfaction or
waiver, as applicable, of all other closing conditions.
Every stockholder's vote is important, regardless of the number
of shares held. Accordingly, ROC requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and, if by internet, no later than 05:00 p.m. Eastern Time on May 30, 2023, to ensure that the stockholder's
shares will be represented at the Special Meeting. Stockholders who
hold shares in "street name" (i.e., those stockholders whose shares
are held of record by a broker, bank or other nominee) should
contact their broker, bank or nominee to ensure that their shares
are voted.
If any ROC stockholder does not receive the Proxy Statement,
such stockholder should (i) confirm his or her Proxy Statement's
status with his or her broker or (ii) contact Morrow Sodali LLC,
ROC's proxy solicitor, for assistance via e-mail at
ROC.info@investor.morrowsodali.com or toll-free call at
800-662-5200. Banks and brokers can place a collect call to Morrow
Sodali LLC at 203-658-9400.
Advisors
Winston & Strawn LLP is serving as legal
advisor to ROC. Bracewell LLP is serving as legal advisor to DTI.
Jefferies is serving as capital markets advisor and private
placement agent to ROC. Kirkland & Ellis LLP is serving as
legal counsel for Jefferies LLC. EarlyBirdCapital, Inc. is serving
as financial advisor to ROC.
About Drilling Tools International
DTI is a
Houston, Texas based leading
oilfield services company that rents downhole drilling tools used
in horizontal and directional drilling of oil and natural gas
wells. DTI operates from 22 locations across North America, Europe and the Middle East. To learn more about DTI visit:
www.drillingtools.com.
On February 14, 2023, DTI
announced it had entered into a business combination agreement with
ROC. Following the consummation of the proposed business
combination, which is subject to customary closing conditions, DTI
is expected to become a public company listed on the Nasdaq Stock
Exchange under the new ticker symbol "DTI" in the second quarter of
2023.
About ROC Energy Acquisition Corp.
ROC is a blank
check company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. While
ROC may pursue an acquisition in any business industry or sector,
it has concentrated its efforts on the traditional energy sector in
the U.S. ROC is led by Chief Executive Officer Daniel Jeffrey Kimes and Chief Financial Officer
Rosemarie Cicalese. To learn more,
visit: https://rocspac.com.
Forward-Looking Statements
This press release may
include, and oral statements made from time to time by
representatives of DTI, ROC, and the combined company resulting
from their combination (the "Combined Company") may include,
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding the proposed business combination and the
financing thereof, and related matters, as well as all other
statements other than statements of historical fact included in
this press release are forward–looking statements. When used in
this press release, words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions, as they relate to DTI,
ROC, or the Combined Company, or their respective management teams,
identify forward-looking statements. These forward-looking
statements also involve significant risks and uncertainties, some
of which are difficult to predict and may be beyond the control of
DTI, ROC, and the Combined Company. These risks could cause the
actual results to differ materially from the expected results.
Factors that may cause such differences include, but are not
limited to: (1) the outcome of any legal proceedings that may be
instituted in connection with the proposed business combination,
(2) the inability to complete the proposed business
combination, (3) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
business combination, (4) the risk that the proposed business
combination disrupts current plans and operations of DTI or ROC,
(5) the inability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the Combined Company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees, (6) costs related
to the proposed business combination, (7) the ability to meet stock
exchange listing standards at or following consummation of the
proposed business combination, (8) changes in applicable laws or
regulations, (9) the possibility that DTI or the Combined Company
may be adversely affected by other economic, business, and/or
competitive factors, (10) the impact of the global COVID-19
pandemic, and (11) other risks and uncertainties separately
provided to you and indicated from time to time described in
filings and potential filings by DTI, ROC, or the Combined Company
with the Securities and Exchange Commission ("SEC"). In addition,
there are risks and uncertainties described in the definitive proxy
statement/prospectus/consent solicitation statement related to the
proposed business combination filed with the SEC by ROC on
May 12, 2023 (the "Proxy Statement").
Such forward-looking statements are based on the beliefs of
management of DTI, ROC and the Combined Company, as well as
assumptions made by, and information currently available to, DTI's
and ROC's management. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of
certain factors detailed in the Proxy Statement. All subsequent
written or oral forward-looking statements attributable to DTI,
ROC, or the Combined Company or persons acting on each of their
respective behalves are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of each of DTI,
ROC, and the Combined Company, including those set forth in the
Risk Factors section of the Proxy Statement. DTI, ROC, and the
Combined Company each undertake no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Important Information About the Proposed Business Combination
and Where to Find It
ROC has filed with the SEC the Proxy
Statement, which includes a definitive proxy
statement/prospectus/consent solicitation statement, that is (i)
the proxy statement being distributed to ROC's stockholders in
connection with its solicitation of proxies for the vote by ROC's
stockholders with respect to the proposed business combination and
other matters as are described in the Proxy Statement, (ii) the
prospectus relating to the offer and sale of the securities to be
issued in the proposed business combination, and (iii) the consent
solicitation statement that DTI is providing to holders of its
common stock and preferred stock to solicit the required written
consent to adopt and approve the business combination agreement and
approve the proposed business combination. ROC is mailing the Proxy
Statement. This press release does not contain all the information
that should be considered concerning the proposed business
combination and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed business
combination. ROC's stockholders and other interested persons are
advised to read the Proxy Statement and other documents filed in
connection with the proposed business combination, as these
materials will contain important information about DTI, ROC, the
Combined Company and the proposed business combination.
The Proxy Statement and other relevant materials for the
proposed business combination are being mailed to stockholders of
ROC as of May 8, 2023. Stockholders
will also be able to obtain copies of the Proxy Statement and other
documents filed with the SEC, without charge, once available, at
the SEC's website at www.sec.gov, or by directing a request to
ROC's secretary at 16400 Dallas Parkway, Dallas, TX 75248, (972) 392-6180.
Participants in the Solicitation
ROC and its
directors, executive officers, other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies of ROC's stockholders in connection with
the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed business combination of ROC's directors
and officers in the Proxy Statement. Stockholders can obtain copies
of the Proxy Statement, without charge, at the SEC's website
at www.sec.gov. DTI and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of ROC in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination are included in the
Proxy Statement.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the proposed
business combination. This press release shall also not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
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SOURCE ROC Energy Acquisition Corp.