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Weatherford International plc is acquiring NCS Multistage Holdings, Inc. in an all-stock or mixed cash-and-stock merger where NCS will become a wholly owned subsidiary and its shares will be delisted. Merger Sub will merge into NCS, which will cease to be an independent public company.
For each NCS share, holders may elect either 0.5537 Weatherford Ordinary Shares (Share Consideration) or a Mixed Consideration of cash equal to 0.1371 times the Weatherford share price plus 0.2392 Weatherford shares, subject to a maximum aggregate cash limit and proration. If no valid election is made, holders receive the Share Consideration; no fractional Weatherford shares will be issued, with cash paid in lieu.
Based on Weatherford’s $103.64 share price on May 29, 2026, the terms imply $57.39 per NCS share assuming all Share Elections and $47.34 assuming the maximum Mixed Elections, a premium of 35.42% and 11.71%, respectively, to NCS’s $42.38 closing price that day. Former NCS stockholders are expected to own about 1.42% of Weatherford after closing. Advent-NCS Acquisition L.P., holding 56.33% of NCS voting power, has already delivered written consent approving the merger, so no further NCS stockholder vote is required.
Weatherford International reported weaker results for the quarter ended June 30, 2026. Total revenue was $1.105 billion, down from $1.204 billion a year earlier, with services and products both declining. Operating income fell to $107 million from $237 million, reflecting lower activity, especially in Middle East/North Africa/Asia and North America, and the absence of a prior-year $70 million gain on an Argentina business sale.
Net income attributable to Weatherford was $39 million versus $136 million, and diluted EPS was $0.55 compared with $1.87. For the first six months, revenue was $2.257 billion (down from $2.397 billion) and net income attributable to Weatherford was $147 million (down from $212 million). PRI margins improved, while DRE and WCC earnings softened.
Liquidity remained solid with cash and cash equivalents of $1.1 billion and long-term debt of $1.45 billion, alongside operating cash flow of $311 million in the first half and capital expenditures of $96 million. Weatherford returned capital via $40 million in dividends and $26 million of share repurchases and outlined plans for a proposed redomestication to Delaware and the pending acquisition of NCS Multistage Holdings.
Weatherford International reported second-quarter 2026 revenues of $1,105 million, down 4% sequentially and 8% year-over-year amid disruption in the Middle East from the Iran conflict. Operating income was $107 million and net income $39 million, a 3.5% margin and 71% lower year-over-year, while adjusted EBITDA was $223 million with a 20.2% margin.
Despite softer earnings, cash generation was strong: operating cash flow reached $175 million and adjusted free cash flow $139 million, both up sharply year-over-year. The company ended June 30, 2026 with $1.1 billion in cash, net debt of $343 million, and net leverage of 0.34x, and returned $36 million to shareholders in the quarter, including a $20 million dividend. Weatherford announced the stock-and-cash acquisition of NCS Multistage, targeting at least $15 million of cost synergies, and updated its plan to redomesticate to Delaware, expected to deliver $20 to $30 million of annual cash savings from 2027, subject to 2026 approvals.
Weatherford International plc plans to acquire NCS Multistage Holdings, Inc. via a merger in which NCS will become a wholly owned subsidiary and its stock will be delisted. Each NCS share will be converted at closing into either all-stock or mixed stock-and-cash consideration.
Holders may elect 0.5537 Weatherford shares per NCS share (Share Consideration) or Mixed Consideration of 0.1371 times the Weatherford closing price in cash plus 0.2392 Weatherford shares, subject to a maximum cash pool and proration. At a Weatherford price of $103.64, these terms implied $57.39 per NCS share for all-stock and $47.34 for maximum mixed elections, including a premium to NCS’s pre-announcement price. A 56.33% controlling holder has irrevocably chosen Mixed Consideration, and former NCS holders are expected to own about 1.42% of Weatherford after closing, subject to conditions and regulatory approvals.
Weatherford International plc plans to change its parent company’s domicile from Ireland to Delaware through a court-approved Irish scheme of arrangement. Shareholders will vote at a special scheme meeting and an extraordinary general meeting on September 3, 2026 in Houston, with a record date of July 9, 2026 and an advance voting deadline of 11:59 p.m. Eastern Time on September 2, 2026.
If approved by the required Irish-law majorities and sanctioned by the Irish High Court, each Weatherford-Ireland ordinary share will be cancelled and replaced on a one-for-one basis with common stock of Weatherford International Corp, a Delaware corporation, which will become the new ultimate parent. The Nasdaq listing is expected to continue under the symbol WFRD. The board cites expected annual cash savings of approximately $20–30 million beginning in 2027 from tax, financing and compliance efficiencies, and unanimously recommends voting FOR all scheme and implementation proposals. The filing highlights that shareholder rights will shift from Irish to Delaware law, details differences in takeover regulation, governance and litigation rights, and notes that the board may still abandon or delay the transaction before court sanction.
Weatherford International plc is filing a Form S-4 to register Weatherford Ordinary Shares to be issued in connection with its proposed acquisition of NCS Multistage Holdings, Inc. under the Merger Agreement dated May 31, 2026.
Under the merger each NCS share will convert into either 0.5537 Weatherford Ordinary Shares (the Share Consideration) or a Mixed Consideration of 0.2392 Weatherford Ordinary Shares plus cash equal to 0.1371 times the Parent Closing Price, with Mixed Elections subject to proration. The Specified Stockholder beneficially owned 1,478,426 NCS shares (approximately 56.33%) and made an irrevocable Mixed Election. Based on Weatherford’s $103.64 closing price on May 29, 2026, the Share Consideration implied ~$57.39 per NCS share; based on $83.01 on July 2, 2026, it implied ~$45.96 per NCS share. Completion is subject to regulatory clearances, listing approval, and the Registration Statement becoming effective; timing is expected in the second half of 2026.
Weatherford International plc is asking shareholders to approve a scheme of arrangement to change its place of incorporation from Ireland to Delaware so that Weatherford International Corp (Weatherford-US) becomes the new ultimate parent and each Weatherford-Ireland ordinary share will be exchanged one-for-one for Weatherford-US common stock.
The Board unanimously recommends a FOR vote on all proposals required to effect the redomestication, including the scheme approval, capital reduction, allotment proposals and amendments to the articles. The scheme requires shareholder votes meeting Irish statutory majorities and subsequent sanction by the Irish High Court before becoming effective.
Weatherford International plc reported shareholder actions from a Special Court-Convened Meeting and its 2026 Annual General Meeting. Shareholders approved the Fifth Amended and Restated 2019 Equity Incentive Plan, adding 565,000 ordinary shares available for equity awards, and the company plans to register these on Form S-8 before issuance.
Routine AGM business passed, including electing six directors, ratifying KPMG as auditor, and approving executive compensation on an advisory basis. Attendance was high, with holders of 64,582,052 ordinary shares (about 89.78% of 71,933,662 entitled shares) at the Court Meeting and 67,204,428 shares (about 93.42%) at the AGM.
Proposals tied to redomesticating from Ireland to Texas via a Scheme of Arrangement received more than 60% support but fell short of the required 75% approval threshold. Weatherford states that moving its domicile to the United States remains a priority and it intends to present an updated redomestication proposal to relocate to Delaware at a future shareholder meeting.
Weatherford International plc agreed to acquire NCS Multistage Holdings, Inc. through a merger in which an indirect Weatherford subsidiary will combine with NCS, leaving NCS as a wholly owned Weatherford subsidiary. NCS stockholders may elect Weatherford ordinary shares or a mix of shares and cash, subject to proration, limits and adjustments. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026. Advent-NCS Acquisition L.P., which owns over 50% of NCS’s outstanding common stock, could receive up to 818,604 Weatherford ordinary shares, issued as a private placement under Section 4(a)(2) of the Securities Act.