Weatherford to Acquire NCS Multistage Holdings in Mixed-Consideration Merger

Transaction Structure and Shareholder Election Rights

The Merger Agreement between Weatherford, NCS, and Trinity Bell Sub, Inc., a wholly owned subsidiary of Weatherford, establishes a transaction in which NCS shareholders will have the ability to elect which form of consideration they wish to receive upon completion of the merger. Each NCS shareholder may elect to receive solely the Share Consideration, consisting of 0.5537 Weatherford ordinary shares per share of NCS common stock, or solely the Mixed Consideration, comprised of cash and Weatherford shares combined. The Share Consideration Exchange Ratio of 0.5537 is not subject to any cap or proration, meaning all shareholders who elect or are deemed to elect this option will receive the full number of shares specified.

The Mixed Consideration alternative provides shareholders with a combination of two components. The cash portion equals 0.1371 multiplied by the Parent Closing Price—defined as the closing price of Weatherford ordinary shares on the Nasdaq Global Select Market on the last complete trading day before the transaction closes. The stock portion of the Mixed Consideration consists of 0.2392 Weatherford ordinary shares per NCS share. Because the Share Consideration Exchange Ratio exceeds the sum of the Mixed Consideration ratios, the aggregate value of all Share Elections is expected to exceed the aggregate value of all Mixed Elections. NCS shareholders who make a Share Election or who fail to timely submit a valid election will receive the Share Consideration without proration.

Specified Stockholder's Irrevocable Mixed Election and Proration Mechanics

Advent-NCS Acquisition L.P., the primary shareholder of NCS, held approximately 56.33% of the aggregate voting power of NCS common stock as of May 31, 2026, with a total beneficial ownership of 1,478,426 shares. This Specified Stockholder has made an irrevocable election to receive the Mixed Consideration with respect to all of its NCS shares, subject only to limited termination provisions contained in the Support Agreement. The filing states that given this large holder's commitment to Mixed Elections, oversubscription of Mixed Elections is expected to occur, triggering proration mechanics that will convert a portion of Mixed Election shares into Share Consideration.

Under the proration mechanism, if the aggregate Elected Cash Consideration exceeds the Maximum Cash Election Amount, each Mixed Election holder will receive Share Consideration for a portion of their shares and Mixed Consideration for the remainder. The specific fraction of shares converted to Share Consideration is calculated by dividing the excess cash amount by the total Elected Cash Consideration. The disclosure provides illustrative scenarios: if no other NCS shareholders elect Mixed Consideration, approximately 407 Mixed Election shares would be converted to Share Consideration; if all shareholders elect Mixed Consideration, approximately 1,227,996 such shares would be converted. These illustrations demonstrate the variability in outcomes depending on aggregate shareholder elections.

Implied Valuations Based on May 29, 2026 Weatherford Stock Price

The disclosure calculates implied per-share valuations for NCS common stock based on Weatherford's closing price of $103.64 on May 29, 2026, the last full trading day before the transaction's public announcement. Using these calculations, if all NCS shareholders elected Share Consideration, the implied value would be $57.39 per NCS share. Conversely, if Mixed Elections were permitted to the maximum extent, the implied value would be $47.34 per NCS share. These valuations represent premiums to NCS's closing price on May 29, 2026, of $42.38 per share, translating to premiums of approximately 35.42% for the all-shares scenario and 11.71% for the maximum mixed scenario.

The filing also compares these implied valuations to the 30-day volume-weighted average price of NCS common stock, which was $56.45 as of May 29, 2026. Against this benchmark, the all-shares scenario implied a premium of approximately 1.65%, while the maximum mixed scenario implied a discount of approximately 16.14%. The disclosure explicitly states that the implied value of the Merger Consideration will fluctuate as the market price of Weatherford ordinary shares changes, because both the fixed share components and the cash consideration (which is based on a fixed multiple of the Parent Closing Price) are sensitive to Weatherford's stock valuation at closing.

Price Variability and Parent Closing Price Mechanism

The Merger Consideration structure creates inherent exposure to Weatherford's stock price volatility between the announcement date and the transaction's closing. Because the Share Consideration and the stock portion of the Mixed Consideration consist of fixed numbers of Weatherford ordinary shares, any movement in Weatherford's stock price directly affects the dollar value NCS shareholders will receive. Additionally, the cash component of the Mixed Consideration is calculated by multiplying 0.1371 by the Parent Closing Price, making the cash payment contingent on Weatherford's closing price immediately before the transaction closes.

The disclosure emphasizes that the value of Merger Consideration NCS shareholders receive could be greater than, less than, or equal to the value as of the date of the disclosure document. This price-dependent structure means that NCS shareholders bear the risk of any decline in Weatherford's stock price between now and closing, and benefit from any appreciation. The Parent Closing Price is specifically defined as the closing price on the Nasdaq Global Select Market on the last complete trading day immediately preceding the closing date, creating a well-defined but future-unknown valuation point.

Board Approval and Fairness Determination

On May 31, 2026, the NCS Board of Directors held a meeting and unanimously adopted a series of resolutions approving the transaction. The Board determined that the terms of the Merger Agreement and the contemplated transactions are fair to NCS and its stockholders and are in their best interests. The Board also formally approved and declared the Merger Agreement and related transactions to be advisable from both a business and financial perspective. Additionally, the Board directed that the Merger Agreement be submitted to NCS stockholders for approval and adopted resolutions recommending that shareholders vote in favor of the transaction.

The filing indicates that the respective boards of directors of both NCS and Weatherford have unanimously approved the Merger Agreement and the Transaction, signifying alignment from both companies' governance bodies. This unanimous approval across both boards suggests that leadership from each organization views the transaction as strategically and financially sound. The Board's determination of fairness is a significant element of the disclosure to shareholders who must evaluate the transaction before voting.

Post-Closing Ownership Structure and Shareholder Dilution

Based on outstanding share counts as of May 28, 2026, and assuming all NCS shareholders make Share Elections other than the Specified Stockholder's Irrevocable Mixed Election, the disclosure projects that former NCS stockholders will own approximately 1.42% of the outstanding Weatherford ordinary shares following the transaction's completion. Conversely, current Weatherford shareholders are expected to own approximately 98.58% of the combined company's outstanding shares. This calculation assumes the share price of Weatherford ordinary shares at $103.64 as of May 29, 2026, and incorporates the estimated maximum number of NCS shares expected to be outstanding immediately prior to closing.

This ownership distribution reflects the relative size disparity between the two companies, with Weatherford being substantially larger than NCS. The filing provides this information to give NCS shareholders context regarding their proportional ownership stake in the combined entity upon completion of the merger. The relatively small percentage ownership stake of former NCS shareholders underscores that this transaction represents Weatherford's acquisition of a much smaller business, with NCS shareholders receiving consideration for their holdings but not achieving significant voting control in the post-merger company.

Weatherford Ordinary Shares Trading and Market Information

Weatherford ordinary shares are traded on the Nasdaq Global Select Market under the ticker symbol "WFRD," while NCS common stock trades on the Nasdaq Capital Market under the symbol "NCSM." The disclosure notes that the Parent Closing Price—the basis for calculating cash consideration in the Mixed Consideration option—will be determined using the Weatherford closing price on the Nasdaq Global Select Market. This specification ensures that the cash payment calculation is grounded in a liquid, publicly traded market price accessible to all market participants.

By referencing the Nasdaq Global Select Market closing price, the transaction structure ties the economic outcome to an objective, verifiable market metric that cannot be manipulated by either party. The selection of the last complete trading day immediately preceding the closing date ensures finality and prevents disputes over which specific price should apply. This mechanism is standard in merger transactions involving publicly traded consideration, as it provides certainty and removes discretion from the determination process.

Conditions and Completion Requirements

The Merger Agreement establishes that the merger will occur at the Effective Time, which is defined as the moment when the merger becomes effective under applicable law. The document states that the merger will occur pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of conditions set forth therein, though the specific conditions are not detailed in the disclosure provided. At the Effective Time, Merger Sub will merge with and into NCS, with NCS surviving the merger and becoming a wholly owned subsidiary of Weatherford. This structure results in NCS ceasing to be an independent publicly traded company and operating thereafter as a subsidiary within the Weatherford corporate structure.

The disclosure notes that the Support Agreement governing the Specified Stockholder's irrevocable election may be terminated in certain limited circumstances, though specific termination triggers are not described in the document provided. The filing directs readers to the full Support Agreement for detailed information regarding termination provisions. This structure provides some flexibility while maintaining the Specified Stockholder's commitment to Mixed Elections in normal circumstances, helping ensure the transaction's completion path even in varied market scenarios.

NCS Multistage Holdings Business Context

While the disclosure document focuses primarily on transaction mechanics and consideration structure, NCS Multistage Holdings operates in the well servicing and completion equipment sectors. The company is engaged in developing and deploying technologies and equipment utilized in oil and gas well completion and servicing operations. NCS's presence in the energy services sector, combined with its trading on the Nasdaq Capital Market, indicates it serves as a specialized supplier to the oil and gas industry with a sufficient public float to maintain public company status prior to acquisition.

Weatherford International plc is a global well equipment manufacturer and service provider with operations spanning drilling fluids, well construction, well integrity, and production equipment. The acquisition of NCS represents Weatherford's strategic decision to integrate a specialized well completion technology and equipment provider into its broader portfolio. The combination is expected to create operational synergies and expanded capabilities in the well services space, though specific cost savings or revenue synergy targets are not disclosed in the disclosure document provided.