HOUSTON and DALLAS, Feb. 15,
2023 /PRNewswire/ -- ROC Energy Acquisition Corp.
("ROC") (Nasdaq: ROC), a publicly traded special purpose
acquisition company, and Drilling Tools International ("DTI" or the
"Company"), a leading oilfield services company that rents downhole
drilling tools, today announced that ROC filed a registration
statement on Form S-4 (the "Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC") on February 14, 2023.
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the previously announced
proposed business combination between ROC and DTI. While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about ROC and DTI, as well as the proposed
business combination.
On February 13, 2023, ROC entered
into a definitive agreement for a business combination with DTI.
The transaction is expected to be completed in the second quarter
of 2023 and is subject to approval by ROC's shareholders, the
Registration Statement being declared effective by the SEC, and
other customary closing conditions.
About Drilling Tools International
Drilling Tools
International 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. Drilling Tools operates from 22 locations
across North America, Europe and the Middle East. To learn more about Drilling
Tools visit: www.drillingtools.com.
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, 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, that 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 any proposed
business combination, (2) the inability to complete any 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 any
business combination, (4) the risk that any proposed business
combination disrupts current plans and operations, (5) the
inability to recognize the anticipated benefits of any 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 any
proposed business combination, (7) the ability to meet stock
exchange listing standards at or following consummation of the
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 SEC. In addition, there will be risks and uncertainties
described in the registration statement on Form S-4 related to the
proposed business combination, which is expected to be filed with
the Securities and Exchange Commission (the "SEC"). Such
forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available
to, the DTI's, ROC's, and the Combined Company's management. Actual
results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors detailed
in ROC's filings with the SEC. 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 ROC's registration statement and proxy
statement/prospectus for its proposed business combination filed
with the SEC, ROC's registration statement and prospectus for the
ROC's initial public offering filed with the SEC, ROC's Annual
Report on Form 10-K for the year ended December 31, 2021 and in subsequent Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2022, June 30,
2022, and September 30, 2022,
in each case as filed with the SEC. 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 Business Combination and
Where to Find It
ROC has filed a registration statement on
Form S-4 with the SEC, which includes a proxy
statement/prospectus, that is both the proxy statement to be
distributed to ROC's stockholders in connection with its
solicitation of proxies for the vote by ROC's stockholders with
respect to the business combination and other matters as may be
described in the registration statement, as well as the prospectus,
and relating to the offer and sale of the securities to be issued
in the business combination. After the registration statement is
declared effective, ROC will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. 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
business combination. ROC's stockholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto, when available, and the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about DTI, ROC and the business
combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to stockholders of ROC as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement, the definitive 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, under SEC rules, may be deemed to be participants in the
solicitation of proxies of ROC's stockholders in connection with
the business combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the
business combination of ROC's directors and officers in ROC's
filings with the SEC, including ROC's Annual Report on
Form 10-K for the fiscal year ended December 31,
2021, which was filed with the SEC on March
24, 2022, and such information and names of DTI's directors
and executive officers are also in the Registration Statement on
Form S-4 filed with the SEC by ROC, which includes the
proxy statement/prospectus of ROC for the business combination.
Stockholders can obtain copies of ROC's filings with the SEC,
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/prospectus for the
business combination when available.
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 of 1933, as
amended, or an exemption therefrom.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/roc-energy-acquisition-corp-announces-filing-of-registration-statement-on-form-s-4-in-connection-with-its-proposed-business-combination-with-drilling-tools-international-301747248.html
SOURCE ROC Energy Acquisition Corp.