威德福国际美股招股说明书(2026-07-22版)

YOU ARE NOT BEING ASKED TO SEND A PROXY, AND YOU ARE REQUESTED NOT TO SEND APROXY TO NCS, WEATHERFORD, NOR ANY OTHER PERSON IN CONNECTION WITH THETRANSACTION Dear NCS Multistage Holdings, Inc. Stockholder: On May31, 2026, NCS Multistage Holdings, Inc. (“NCS”), Weatherford International plc(“Weatherford”), and Trinity Bell Sub, Inc., a wholly owned subsidiary of Weatherford (“Merger Sub”),entered into an Agreement and Plan of Merger that provides for the acquisition of NCS by Weatherford(such agreement, as it may be amended from time to time, the “Merger Agreement”). A copy of the MergerAgreement is attached asAnnex Ato this information statement/prospectus. Pursuant to the terms of, andsubject to the satisfaction or waiver of the conditions set forth in, the Merger Agreement, at the effectivetime (the “Effective Time”), Merger Sub will merge with and into NCS with NCS surviving the merger withMerger Sub, becoming a wholly owned subsidiary of Weatherford and ceasing to be an independent publiclytraded company. The merger of Merger Sub with and into NCS, and the other transactions contemplated bythe Merger Agreement, are collectively referred to as the “Transaction.” The respective boards of directorsof NCS and Weatherford have unanimously approved the Merger Agreement and the Transaction. Pursuant to the terms and subject to the conditions of the Merger Agreement, at the Effective Time,each share of common stock, par value $0.01 per share, of NCS (“NCS Common Stock”) that you ownimmediately prior to the Effective Time will automatically be cancelled and converted into the right toreceive, at your election: (i)a number of ordinary shares, par value $0.001 per share, of Weatherford (each, a “WeatherfordOrdinary Share”), equal to 0.5537 (the “Share Consideration Exchange Ratio”), which is notsubject to any cap or proration (such consideration, the “Share Consideration”); or (ii)a combination of (A)cash in an amount equivalent to the product of (x)the “Mixed ConsiderationCash Exchange Ratio” of 0.1371 and (y)the closing price per Weatherford Ordinary Share on theNasdaq Global Select Market on the last complete trading day immediately preceding the closingdate of the Transaction (the “Parent Closing Price”), subject to a maximum cash election amount asdescribed below (such consideration, the “Cash Consideration”); and (B)a number of WeatherfordOrdinary Shares equal to the “Mixed Consideration Exchange Ratio” of 0.2392 (the combination of(A)and (B)collectively, the “Mixed Consideration,” and, the Mixed Consideration together withthe Share Consideration, the “Merger Consideration”). Because the Share Consideration Exchange Ratio is greater than the sum of the Mixed Consideration CashExchange Ratio and the Mixed Consideration Exchange Ratio, the aggregate value of the Share Considerationis generally expected to exceed the aggregate value of the Mixed Consideration. You may only elect one form of Merger Consideration for all of the shares you own. You may elect toreceive (i)solely the Share Consideration (such election, a “Share Election”) or (ii)solely the MixedConsideration (such election, a “Mixed Election”). The Mixed Consideration is subject to proratedreplacement with Share Consideration in the event the Mixed Elections are oversubscribed such that theaggregate amount of Mixed Election shares multiplied by the Cash Consideration (the “Elected CashConsideration”) exceeds the Maximum Cash Election Amount (as defined in the Merger Agreement). Insuch event, each holder who made an oversubscribed Mixed Election will receive the Share Considerationfor a portion of their Mixed Election shares, and the Mixed Consideration for the remaining portion of theirMixed Election shares. The portion of each holder’s Mixed Election shares to be cancelled and converted toShare Consideration is determined by multiplying the number of such holder’s Mixed Election shares by afraction, the numerator of which is the excess of the Elected Cash Consideration over the Maximum CashElection Amount and the denominator of which is the Elected Cash Consideration. NCS stockholders who make a Share Election or who do not timely make a valid election before the election deadline willreceive the Share Consideration, which is not subject to proration. Advent-NCS Acquisition L.P. (the “Specified Stockholder”), which on May31, 2026, beneficiallyowned 1,478,426 shares of NCS Common Stock, representing approximately 56.33% of the aggregatevoting power of the issued and outstanding shares of NCS Common Stock, has made an irrevocableelection, except to the extent of a valid termination of the Support Agreement (as defined below), to receivethe Mixed Consideration with respect to all of the shares of NCS Common Stock beneficially owned by it(the “Irrevocable Mixed Election”). The Support Agreement may be terminated in certain limitedcircumstances as set forth in the Support Agreement. However, as noted above, the Mixed Consideration issubject to