Drilling Tools International Corp. (DTI) announced on October 8, 2026, that it has entered into a definitive agreement to acquire Saltire Energy Limited and Foxley Energy Limited, a provider of rental drilling tools based in Aberdeen, Scotland. Under the terms of the Share Purchase Agreement, the Buyer—a wholly owned subsidiary of DTI—will acquire 100% of the issued share capital of the Group. The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and the approval of DTI’s stockholders.
The total consideration for the acquisition is approximately $80 million in cash and 17,355,139 shares of DTI common stock. The cash consideration is valued at approximately £60,289,856.60, which converts to roughly $81 million based on an exchange rate of $1.343 per British pound. The share consideration is fixed at 17.4 million shares of DTI common stock and will not be adjusted for market price fluctuations prior to closing. Following the transaction, the sellers, including the Loggie family, are expected to own approximately 30% of the outstanding DTI common stock.
DTI intends to fund the cash portion of the purchase price through new debt financing and borrowings under its existing credit facility. The acquisition is expected to expand DTI’s international presence, increasing the contribution from Eastern Hemisphere markets from approximately 18% of standalone revenue to about 40% of pro forma revenue. Management estimates that Saltire is expected to generate run rate 2026 revenue of approximately $50.4 million, with an Adjusted EBITDA margin of 45% and Adjusted Free Cash Flow of $15.8 million.
Under the agreement, the sellers have agreed to use commercially reasonable efforts to conduct the business in the ordinary course between signing and closing. The transaction includes customary warranties and indemnification provisions, with the Sellers’ aggregate liability for warranty claims capped at £1. The agreement also stipulates that there is no fiduciary out permitting the Board to withdraw its recommendation in response to a superior proposal, and the Board is required to recommend that stockholders vote in favor of the transaction.
