Innovex Downhole Solutions, Inc. entered into a definitive agreement to acquire Dril-Quip, Inc. (NYSE:DRQ) in a reverse merger transaction from a group of shareholders on March 18, 2024. At the effective time, subject to certain exceptions, the holders of Innovex common stock issued and outstanding immediately prior to the effective time (including each Innovex stock option and restricted stock unit), in accordance with the terms of the merger agreement, will be entitled to receive a number of shares of Dril-Quip common stock (including restricted stock awards) equal to the aggregate merger consideration. Following the transactions, the name of the surviving entity will be changed to Innovex International, Inc. (the ?Combined Company?), and its common stock will remain listed on the New York Stock Exchange. Following the closing of the merger, it is anticipated that persons who were stockholders of Dril-Quip and Innovex immediately prior to the mergers will own approximately 52% and 48% of the combined company, respectively. In the event of termination of agreement under certain circumstances, Dril-Quip will be required to pay to Innovex a termination fee of $31,895,000.

Upon closing, the Board of Directors of the combined company will consist of nine directors, comprising four independent directors from the current Dril-Quip Board, four directors from the current Innovex Board, and Chief Executive Officer Adam Anderson, with John V. Lovoi, Dril-Quip?s current Chairman of the Board, serving as Chairman of the combined company?s Board. Innovex Chief Executive Officer Adam Anderson will become Chief Executive Officer of the combined company and will join its Board of Directors. Kendal Reed, current Chief Financial Officer of Innovex, will serve as Chief Financial Officer of the combined company. The remainder of the combined company?s leadership team is expected to include executives from both Dril-Quip and Innovex. The combined company will be headquartered in Houston, Texas. The closing of the transaction is subject to customary closing conditions including approval by Dril-Quip and Innovex stockholders, regulatory approval, expiration or earlier termination of any waiting period (and any extension of such period) under the HSR Act, the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, becoming effective, the shares of Dril-Quip common stock issuable to Innovex stockholders in accordance with the merger agreement being approved for listing on the NYSE, the receipt by Dril-Quip of the registration rights agreement and the stockholders agreement, the filing of the charter amendment with the Secretary of State of the State of Delaware and the receipt by Dril-Quip of a certificate of the Chief Financial Officer of Innovex certifying that Net Debt as of the closing does not exceed the Permitted Net Debt Amount. The transaction has been unanimously approved by the boards of directors of Dril-Quip. The Dril-Quip Board unanimously recommends that Dril-Quip stockholders vote for the merger. The merger has also been approved by the Innovex Board. The transaction is expected to close in the third quarter of 2024.

Goldman Sachs & Co. LLC and Piper Sandler Companies (NYSE:PIPR) acted as financial advisors to Innovex. W. Robert Shearer of Akin Gump Strauss Hauer & Feld LLP acted legal advisor to Innovex. Gerry Spedale of Paul Hastings LLP acted as legal advisor to Innovex. Morgan Stanley & Co. LLC acted as financial advisor to Dril-Quip. Gibson, Dunn & Crutcher LLP acted as legal advisor and provided legal due diligence services to Dril-Quip. Citigroup Global Markets Inc. acted as financial advisor to Dril-Quip and provided fairness opinion to Dril-Quip Board. Computershare Trust Company, N.A. acted as Dril-Quip?s registrar, transfer agent and exchange agent. Morrow Sodali LLC acted as proxy solicitor to Dril-Quip for an estimated fee of approximately $20,000, plus reasonable out-of-pocket expenses and fees for any additional services. Dril-Quip has agreed to pay Citi for its services in connection with the proposed mergers an aggregate fee of $9 million, of which a portion was payable upon delivery of Citi?s opinion and $7 million is payable contingent upon consummation of the mergers.