Integrated Drilling Equipment Company entered into an agreement to acquire Empeiria Acquisition Corp. (OTCPK:EPAQ) from Empeiria Investors LLC, Fir Tree Partners, Polar Securities Inc., Wexford Capital LLC, Bulldog Investors and others in a reverse merger transaction on October 19, 2012. Under the terms of the merger agreement, at the closing, Empeiria Acquisition stockholders will exchange their shares in Empeiria Acquisition for a cash consideration of at least $20 million and an aggregate number of newly issued shares of Empeiria Acquisition common stock based on a total transaction value of $87.5 million less Empeiria Acquisition net debt at closing, less the cash consideration, subject to customary adjustments. In addition, Empeiria Acquisition stockholders will be eligible for a cash earn-out payment of up to $10 million in the aggregate based on 2013 performance and will be eligible to receive up to 5.25 million additional shares of Empeiria Acquisition common stock upon the satisfaction of certain stock price thresholds ranging from $12 and $17 per share. In a related transaction, Empeiria Acquisition Corp. announced that it will commence a tender offer of its shares. As on November 27, 2012, Empeiria announced that the tender offer has been extended until December 13, 2012. The transaction can be terminated at any time prior to the earlier of the effective time of merger or December 15, 2012. Empeiria Acquisition management team, led by Stephen Cope, Chief Executive Officer, Richard Dodson, President and Chief Operating Officer, and Tony Beebe, Managing Director of Operations, will continue to lead the combined entity following the consummation of the merger. Michael Dion, Empeiria Acquisition Executive Vice President and Director, will join the IDE management team as Chief Financial Officer. James N. Mills, Chairman of Empeiria Acquisition Board of Directors, will continue in that role post-merger, and Alan Menkes will continue as a Director.

The transaction is subject to the tender offer being concluded, obtaining antitrust approvals, execution of lock-up agreement, resignations by Director's, execution of employment agreement and approval of the offer by the shareholders of Integrated Drilling Equipment. The Board of Directors of Integrated Drilling Equipment and Empeiria Acquisition have approved the agreement. The transaction will close within two days following the satisfaction or waiver of the conditions to the closing which is expected to be around December 15, 2012.

As of November 13, 2012, the tender offer was extended untill, November 27, 2012. The transaction was also granted early termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976.

As of December 12, 2012, the tender offer has been extended to December 13, 2012. Except for such extension, all of the terms and conditions set forth in the tender offer materials remain unchanged. A total of 4.4 million shares of Empeiria's common stock have been tendered and not withdrawn as of December 11, 2012. As of December 12, 2012, it was announced that upon the acceptance by EAC of the shares of common stock in the tender offer, the deal is expected to close on December 14, 2012. The acceptance of shares in the tender offer is subject to the condition that less than 5.52 million shares of common stock are validly tendered and not validly withdrawn from the tender offer at the expiration.

Kevin O'Mara of Jones Day acted as the legal advisor to Empeiria Acquisition Corporation while Jared Nielsen of Nielsen & Associates acted as the legal advisor to Integrated Drilling Equipment in the transaction. Tudor, Pickering, Holt & Co. acted as the financial advisor to Empeiria acquisition in the transaction. Morrow & Co., LLC acted as the information agent for Empeiria Acquisition. Continental Stock Transfer & Trust Company acted as the depositary for Empeiria Acquisition.