Weatherford International to Acquire NCS Multistage Holdings in Stock and Cash Deal

Transaction Framework and Shareholder Choice

The Merger Agreement among Weatherford, NCS, and Trinity Bell Sub, Inc., a wholly owned Weatherford subsidiary, provides NCS shareholders with the right to select their preferred form of consideration at closing. Shareholders can elect to receive either the Share Consideration—0.5537 Weatherford ordinary shares per NCS share—or the Mixed Consideration, which includes both cash and Weatherford shares. The Share Consideration Exchange Ratio of 0.5537 is uncapped and not subject to proration, ensuring shareholders who select this option receive the full amount.

The Mixed Consideration option consists of a cash payment equal to 0.1371 multiplied by the Parent Closing Price—defined as Weatherford's closing price on the Nasdaq Global Select Market on the last full trading day before closing—and 0.2392 Weatherford ordinary shares per NCS share. Since the Share Consideration Exchange Ratio exceeds the combined ratios of the Mixed Consideration, the total value of Share Elections is expected to be higher than that of Mixed Elections. Shareholders who either choose the Share Consideration or fail to submit a valid election on time will receive the full Share Consideration without proration.

Irrevocable Mixed Consideration Election and Proration Details

Advent-NCS Acquisition L.P., the largest NCS shareholder with approximately 56.33% voting power and beneficial ownership of 1,478,426 shares as of May 31, 2026, has irrevocably elected to receive the Mixed Consideration for all its shares, subject only to limited termination provisions in the Support Agreement. Due to this significant commitment, oversubscription of the Mixed Consideration is anticipated, triggering proration mechanisms that convert some Mixed Election shares into Share Consideration.

Under proration, if the total elected cash consideration surpasses the Maximum Cash Election Amount, Mixed Election holders will receive Share Consideration for a portion of their shares and Mixed Consideration for the remainder. The fraction converted is calculated by dividing the excess cash amount by the total Elected Cash Consideration. Illustrative examples show that if no other shareholders elect Mixed Consideration, approximately 407 shares would convert to Share Consideration; if all shareholders opt for Mixed Consideration, about 1,227,996 shares would convert. These scenarios highlight the variability depending on aggregate shareholder elections.

Valuation Metrics Based on Weatherford's May 29, 2026 Closing Price

Using Weatherford's closing price of $103.64 on May 29, 2026, the implied per-share valuation for NCS shares ranges from $47.34 to $57.39. If all shareholders choose Share Consideration, the implied value is $57.39 per share; if Mixed Consideration is maximized, the implied value is $47.34 per share. These represent premiums over NCS's May 29 closing price of $42.38, equating to approximately 35.42% for the all-share election and 11.71% for the maximum mixed election.

Comparing to the 30-day volume-weighted average price of $56.45 as of May 29, 2026, the all-share scenario shows a 1.65% premium, while the maximum mixed scenario reflects a 16.14% discount. The filing notes that the Merger Consideration's implied value will fluctuate with Weatherford's stock price, as both fixed share components and the cash portion depend on Weatherford's closing price at completion.

Price Sensitivity and Parent Closing Price Definition

The consideration structure exposes NCS shareholders to Weatherford's stock price volatility between announcement and closing. The fixed number of Weatherford shares in both Share and Mixed Considerations means any stock price changes directly affect the dollar value received. The cash portion of Mixed Consideration, calculated as 0.1371 times the Parent Closing Price, further ties payment to Weatherford's closing price on the Nasdaq Global Select Market on the last trading day before closing.

The filing emphasizes that the value of the Merger Consideration may be higher, lower, or equal to the value at disclosure, placing risk and potential reward on NCS shareholders relative to Weatherford's stock performance during this period. The Parent Closing Price is clearly defined to provide a transparent and objective valuation point.

Board Approvals and Fairness Assessment

On May 31, 2026, the NCS Board of Directors unanimously approved the merger, deeming the terms fair and in the best interests of NCS and its shareholders. The Board also recommended shareholder approval of the transaction, affirming its advisability from business and financial perspectives. Both NCS and Weatherford boards have granted unanimous approval, indicating strong governance alignment and strategic consensus.

This fairness determination is a critical disclosure for shareholders evaluating the merger proposal prior to voting.

Post-Merger Ownership and Shareholder Impact

Assuming all NCS shareholders except the Specified Stockholder elect Share Consideration, former NCS shareholders will hold approximately 1.42% of Weatherford's outstanding ordinary shares post-merger, with Weatherford shareholders retaining about 98.58%. These calculations use share counts as of May 28, 2026, and Weatherford's $103.64 closing price on May 29, 2026.

This ownership split reflects Weatherford's substantially larger scale relative to NCS. The modest stake for former NCS shareholders highlights that Weatherford is acquiring a smaller entity, with NCS shareholders receiving compensation but limited voting influence in the combined company.

Trading Information and Market Pricing

Weatherford ordinary shares trade on the Nasdaq Global Select Market under ticker "WFRD," while NCS common stock trades on the Nasdaq Capital Market under "NCSM." The cash component of the Mixed Consideration is based on Weatherford's closing price on the Nasdaq Global Select Market, ensuring pricing is anchored to a liquid, transparent market.

Using the last full trading day prior to closing as the reference point for the Parent Closing Price provides certainty and prevents disputes over valuation, a common practice in public company mergers involving stock consideration.

Merger Conditions and Closing Procedures

The merger will become effective at the "Effective Time," as defined by applicable law, upon satisfaction or waiver of conditions outlined in the Merger Agreement. At closing, Merger Sub will merge into NCS, with NCS surviving as a wholly owned Weatherford subsidiary, ceasing to be publicly traded.

The Support Agreement governing the Specified Stockholder's irrevocable Mixed Election includes limited termination provisions, details of which are available in the full agreement. This structure balances commitment with flexibility to facilitate successful transaction completion.

Overview of NCS Multistage Holdings and Weatherford

NCS Multistage Holdings operates in the well servicing and completion equipment industry, providing technologies and equipment for oil and gas well completion and servicing. Trading on the Nasdaq Capital Market, NCS is a specialized supplier within the energy services sector.

Weatherford International plc is a global manufacturer and service provider in well equipment, covering drilling fluids, well construction, integrity, and production equipment. The acquisition of NCS aligns with Weatherford's strategy to enhance its portfolio with specialized well completion technologies, aiming to generate operational synergies and broaden capabilities in well services, although specific synergy targets are not disclosed.