In the news release, Robbins & Myers Signs Agreement to
Acquire T-3, issued Oct. 6 by Robbins
& Myers, Inc. over PR Newswire, we are advised by the company
that the offer price per share in the second paragraph, second
sentence should read "$31.80" rather
than $31.00 as originally issued
inadvertently. The complete, corrected release follows:
Robbins & Myers Signs Agreement to Acquire T-3
$422 Million Acquisition Creates Stronger Energy
Platform for Global Growth; Expected to Be Accretive in First Full
Year of Ownership
DAYTON, Ohio and HOUSTON, Oct. 6
/PRNewswire-FirstCall/ -- Robbins & Myers, Inc. (NYSE: RBN), a
diversified industrial company supplying engineered equipment and
systems for the global energy, industrial, chemical and
pharmaceutical markets; and T-3 Energy Services, Inc. (Nasdaq:
TTES) a provider of oilfield and pipeline products and services;
jointly announced today that their respective boards of directors
have unanimously approved an agreement for Robbins & Myers to
acquire T-3 in a transaction valued at approximately $422 million, net of cash assumed.
Under the terms of the agreement, for each share of T-3 common
stock, T-3 stockholders will receive 0.894 common shares of Robbins
& Myers plus $7.95 in cash.
Based on yesterday's closing prices, this represents a value
of $31.80 per share of T-3 common
stock and a premium of approximately 17% to T-3's closing share
price as of October 5, 2010.
Upon closing, and reflecting the issuance of new Robbins
& Myers shares, T-3 stockholders collectively will own
approximately 27% of Robbins & Myers' outstanding shares.
T-3 expects the stock portion of the consideration to be
received tax-free by its shareholders.
Robbins & Myers expects the transaction to be accretive to
Robbins & Myers' earnings per share during the first full year
of ownership excluding one-time transaction costs. The transaction
is expected to generate approximately $9
million of annual cost synergies in fiscal 2012, primarily
from corporate cost reductions and purchasing efficiencies.
"The acquisition of T-3 will significantly expand Robbins &
Myers' attractive energy business within our Fluid Management
Group, creating a strategic platform with better scale to support
future growth and global expansion," said Peter C. Wallace, President and Chief Executive
Officer of Robbins & Myers. "T-3 is a highly
complementary business for Robbins & Myers, operating 'close to
the customer' with a strong aftermarket business. Our
business models are similar, and there is very little overlap in
our product and service offerings. Accordingly, this
acquisition will enable us to offer a broader set of products and
services to our combined customer base. Beyond the business
rationale, the transaction creates attractive cost synergies and
maintains our debt-free balance sheet, placing us in an even better
position to execute our diversified industrial strategy and create
value for shareholders."
Steve Krablin, T-3's Chairman,
President and Chief Executive Officer, said, "We are pleased to
have reached an agreement with Robbins & Myers that is
compelling for T-3 stockholders, both immediately and over the
longer term. The combination of the two companies improves
prospects for both businesses through a more comprehensive product
offering, a larger sales and service footprint, and greater
capabilities to grow in global energy markets. We believe all
T-3 stakeholders – stockholders, customers and employees alike –
will benefit from their participation in the larger company."
The proposed merger is subject to the approval of a majority of
the outstanding shares of T-3 common stock, and two-thirds of the
outstanding Robbins & Myers common shares, as well as other
customary regulatory approvals. Robbins & Myers and T-3
intend to file a joint proxy statement/prospectus with the
Securities and Exchange Commission as soon as possible. The
transaction is expected to close later this calendar year or early
next year. Following completion of the transaction, the
combined company will be led by Robbins & Myers' existing
management and board of directors and will remain headquartered in
Dayton, Ohio.
UBS Securities LLC is acting as financial advisor and Thompson
Hine LLP is acting as legal counsel for Robbins & Myers.
For T-3, Simmons & Company International is acting as
financial advisor and Vinson & Elkins LLP is acting as legal
counsel.
Conference Call to Be Held Today, October 6 at 3:00
PM (Eastern)
A conference call to discuss this acquisition, as well as
Robbins & Myers' fourth quarter and full year fiscal 2010
business results, has been scheduled for 3:00 PM Eastern on Wednesday, October 6, 2010. The call can be
accessed at each company's website (www.robn.com and
www.t3energy.com) or by dialing 866-713-8565 (US/Canada) or +1- 617-597-5324, using conference
ID # 53995824. Replays of the call can be accessed by dialing
888-286-8010 (U.S./Canada) or
+1-617-801-6888, both using replay ID # 66648343.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered
equipment and systems for critical applications in global energy,
industrial, chemical and pharmaceutical markets.
About T-3
T-3 Energy Services, Inc. provides a broad range of oilfield
products and services primarily to customers for drilling and
completion of new oil and gas wells, the workover of existing wells
and the production and transportation of oil and gas.
Forward-Looking Statements
Statements set forth in this press release that are not
historical facts, including statements regarding future financial
performance, future competitive positioning and business synergies,
future acquisition cost savings, future accretion to earnings per
share, future market demand, future benefits to shareholders,
future economic and industry conditions, the proposed merger
(including its benefits, results, effects and timing), the
attributes of T-3 Energy Services, Inc. (T-3) as a subsidiary of
Robbins & Myers, Inc. (R&M) and whether and when the
transactions contemplated by the merger agreement will be
consummated, are forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements
are subject to numerous risks and uncertainties, many of which are
beyond the companies' control, which could cause actual benefits,
results, effects and timing to differ materially from the results
predicted or implied by the statements. These risks and
uncertainties include, but are not limited to: the failure of the
shareholders of R&M or the stockholders of T-3 to approve the
merger; satisfaction of the conditions to the closing of the merger
(including the receipt of regulatory approvals; potential
uncertainties regarding market acceptance of the combined company;
uncertainties as to the timing of the merger; competitive responses
to the proposed merger; costs and difficulties related to
integration of T-3's businesses and operations; delays, costs and
difficulties relating to the proposed merger; the inability to or
delay in obtaining cost savings and synergies from the merger;
inability to retain key personnel; changes in the demand for or
price of oil and/or natural gas, which has been significantly
impacted by the worldwide recession and the worldwide financial and
credit crisis; a significant decline in capital expenditures; the
ability to realize the benefits of restructuring programs;
increases in competition; changes in the availability and cost of
raw materials; foreign exchange rate fluctuations as well as
economic or political instability in international markets and
performance in hyperinflationary environments, such as Venezuela; work stoppages related to union
negotiations; customer order cancellations; the possibility of
product liability lawsuits that could harm our businesses; events
or circumstances which result in an impairment of, or valuation
against, assets; the potential impact of U.S. and foreign
legislation, government regulations, and other governmental action,
including those relating to export and import of products and
materials, and changes in the interpretation and application of
such laws and regulations; the outcome of audit, compliance,
administrative or investigatory reviews; proposed changes in U.S.
tax law which could impact our future tax expense and cash flow;
decline in the market value of our pension plan investment
portfolios; and other important risk factors discussed more fully
in R&M's and T-3's reports on Form 10-K for the years ended
August 31, 2009 and December 31, 2009, respectively; their respective
recent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K; their joint proxy statement/prospectus to be filed with the
Securities and Exchange Commission ("SEC"); and other reports filed
by them from time to time with the SEC. Neither R&M nor
T-3 undertakes any obligation to revise or update publicly any
forward-looking statements for any reason.
Additional Information
In connection with the proposed merger, R&M and T-3 intend
to file documents relating to the proposed merger with the SEC,
including a registration statement of R&M, which will include a
joint proxy statement of R&M and T-3. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
R&M, T-3 AND THE PROPOSED MERGER. Investors and security
holders may obtain a free copy of the registration statement and
the joint proxy statement/prospectus (when they are available) and
other documents containing information about R&M and T-3,
without charge, at the SEC's web site at www.sec.gov Copies
of R&M's SEC filings also may be obtained for free by directing
a request to Robbins & Myers, Inc., 51 Plum Street, Suite 260,
Dayton , Ohio 45440, +1-(937)-458-6600. Copies of
T-3's SEC filings also may be obtained for free by directing a
request to T-3 Energy Services, Inc., 7135 Ardmore, Houston, Texas 77054, +1-713-996-4110.
Participants in the Solicitation
R&M and T-3 and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from their respective stockholders in respect of the
proposed merger. Information about these persons can be found
in R&M's Annual Report on Form 10-K for its fiscal year ended
August 31, 2009, as filed with the
SEC on October 26, 2009, R&M's
proxy statement relating to its 2010 Annual Meeting of
Shareholders, as filed with the SEC on December 4, 2009, T-3's proxy statement relating
to its 2010 Annual Meeting of Stockholders, as filed with the SEC
on April 30, 2010, and T-3's Current
Report on Form 8-K filed with the SEC on June 16, 2010. These documents can be
obtained free of charge from the sources indicated above.
Additional information about the special interests of these
persons in the proposed merger will be included in the registration
statement and the joint proxy statement/prospectus to be filed with
the SEC in connection with the proposed merger.
SOURCE Robbins & Myers, Inc.
Copyright t. 6 PR Newswire