\nInnovex International, Inc. (NYSE: INVX) (the \u201cCompany\u201d or \u201cInnovex\u201d) is pleased to announce that it has signed an agreement to acquire TCO Group AS (\u201cTCO\u201d) in a cash and stock transaction valued at $95 million. The transaction is expected to close early in the third quarter of 2026. The Company believes this investment aligns with the Company\u2019s disciplined M&A framework, including a focus on mission critical products that share the Company\u2019s \u201cBig Impact, Small Ticket<\/i>\u201d value proposition.<\/p>\n
\nFor the year ended December 31, 2025, TCO had net income of approximately $12 million and Adjusted EBITDA1<\/sup> of approximately $18 million. The transaction values TCO at approximately 5.4x TCO\u2019s 2025 Adjusted EBITDA1<\/sup> and is expected to be accretive to Innovex\u2019s EPS.<\/p>\n \nFounded in 1999 in Voss, Norway, TCO pioneered the development of the intervention-free laminated glass plug, revolutionizing well operations by eliminating the need for fishing operations.<\/p>\n \n\u201cWe are excited to announce the acquisition of TCO Group,\u201d said Adam Anderson, CEO of Innovex. \u201cRobert and the TCO team have built an outstanding company with differentiated technologies, strong customer relationships, and an impressive track record of execution.<\/p>\n \nThe acquisition is highly aligned with Innovex\u2019s strategy of assembling a portfolio of market-leading, capital-efficient products that are essential to our customers\u2019 operations. It also strengthens our presence in Norway and the UAE, two important markets where we see significant long-term opportunity. We believe there is significant opportunity to accelerate the growth of the TCO technology and business by leveraging Innovex’s established presence and customer relationships in key markets around the world.<\/p>\n \nWe are pleased to welcome the entire TCO team to Innovex and look forward to creating value for our customers, employees, and shareholders, together.\u201d<\/p>\n \n\u201cWe are energized to continue our growth under the Innovex name,\u201d said Robert Abercrombie, CEO of TCO. \u201cTCO brings technology depth, great talent and proven execution rooted in Norway. Innovex has a broad complementary portfolio and brings scale and reach globally. Together, this creates a much stronger platform for us to continue to redefine well technology and enable our customers to deliver efficient wells.”<\/p>\n \n\u201cThe acquisition of TCO fits squarely within our M&A framework,\u201d said Kendal Reed, CFO of Innovex. \u201cWe believe TCO\u2019s portfolio of differentiated Big Impact, Small Ticket<\/i> products has allowed it to achieve a strong market position in key international and offshore markets, while delivering excellent margins and cash flow. We expect this acquisition to drive ROCE2<\/sup> well in excess of idle balance sheet cash, improving long-term returns for our shareholders.\u201d<\/p>\n Advisors<\/b><\/p>\n \nAkin Gump Strauss Hauer & Feld LLP and Wikborg Rein Advokatfirma AS served as legal advisors to Innovex.<\/p>\n \nAdvokatfirmaet Thommessen AS served as TCO\u2019s legal advisor.<\/p>\n About Innovex<\/b><\/p>\n \nInnovex is a Houston-based energy technology company helping our customers move through every stage of the well lifecycle with confidence. Fueled by our No Barriers culture, we bring together top engineering expertise, advanced manufacturing, and a distinctive mix of conventional and innovative technologies to solve complex challenges, unlock efficiency, and deliver dependable performance wherever our customers operate.<\/p>\n About TCO Group<\/b><\/p>\n \nTCO is a global leader in well completion and tubing-conveyed perforating technologies, dedicated to solving complex well challenges through innovation, experience, and operational excellence.<\/p>\n Non-GAAP Financial Measures<\/b><\/p>\n \nAdjusted EBITDA is a non-GAAP financial measure. Innovex defines TCO\u2019s Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization, further adjusted to exclude certain items which TCO believes are not reflective of its ongoing performance or which are non-cash in nature. TCO management used Adjusted EBITDA to assess the profitability of its business operations and to compare TCO\u2019s operating performance to its competitors without regard to the impact of financing methods and capital structure and excluding costs that management believes do not reflect its ongoing operating performance. Innovex tracks Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin. Adjusted EBITDA does not represent and should not be considered as an alternative to, or more meaningful than, net income or any other measure of financial performance presented in accordance with GAAP as measures of TCO\u2019s financial performance. Innovex\u2019s computation of TCO\u2019s Adjusted EBITDA may differ from computations of similarly titled measures of other companies.<\/p>\n \nInnovex utilizes Return on Capital Employed (“ROCE”) (a non-GAAP measure) to assess the effectiveness of its capital allocation over time and to compare its capital efficiency to its competitors. Innovex defines ROCE as income from operations excluding acquisition and integration costs, litigation related expenses not reflective of our ongoing operating performance, and income tax expense (resulting in Adjusted Income from Operations, after tax) divided by average capital employed. Capital employed is defined as the combined values of debt and stockholders\u2019 equity.<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nCertain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Innovex\u2019s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.<\/p>\n \nForward-looking statements can be identified by the use of forward-looking terminology including \u201cmay,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cshould,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201cpotential,\u201d \u201cwill,\u201d \u201chope\u201d or other similar words and include the Company\u2019s expectation of future performance contained herein. These statements discuss future expectations or state other \u201cforward-looking\u201d information, including without limitation statements regarding the expected benefits of the acquisition and the timing of the closing of the acquisition. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These statements reflect management\u2019s expectations based on currently available information and involve significant risks, uncertainties and assumptions that may cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, economic conditions and other factors noted in the Company\u2019s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. Innovex disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law.<\/p>\n
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