TTES T-3 Energy Services (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

 

SCHEDULE 14A INFORMATION

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Filed by the Registrant  þ

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

 

o   Preliminary Proxy Statement

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ   Definitive Proxy Statement

o   Definitive Additional Materials

o   Soliciting Material Pursuant to §240.14a-12

 

T-3 Energy Services, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

 

The Board of Directors of Robbins & Myers, Inc. (“Robbins & Myers”) and the Board of Directors of T-3 Energy Services, Inc. (“T-3”) have each unanimously approved the acquisition of T-3 by Robbins & Myers (the “merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of October 6, 2010 (the “Merger Agreement”). Upon completion of the merger, T-3 or a successor entity will become a wholly owned subsidiary of Robbins & Myers.

 

If the merger is completed, T-3 stockholders will receive 0.894 Common Shares of Robbins & Myers, plus $7.95 in cash, without interest, for each share of T-3 Common Stock that they own. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. Based on the closing price of Robbins & Myers Common Shares on the New York Stock Exchange (the “NYSE”) on October 5, 2010, the last trading day before public announcement of the merger, the stock exchange ratio, plus the cash component, represented $31.80 in value for each share of T-3 Common Stock. Based on such price on November 26, 2010, the stock exchange ratio, plus the cash component, represented $35.49 in value for each share of T-3 Common Stock. Robbins & Myers shareholders will continue to own their existing Robbins & Myers Common Shares.

 

Based on the estimated number of Robbins & Myers Common Shares and the number of shares of T-3 Common Stock to be outstanding immediately prior to the closing of the merger, we estimate that upon the closing, Robbins & Myers shareholders will own approximately 73% of the combined company and T-3 stockholders will own approximately 27% of the combined company. Robbins & Myers Common Shares are traded on the NYSE under the symbol “RBN,” and shares of T-3 Common Stock are traded on the NASDAQ Global Select Market under the symbol “TTES.”

 

At the special meeting of Robbins & Myers shareholders, Robbins & Myers shareholders will be asked to vote on the issuance of Robbins & Myers Common Shares to T-3 stockholders in the merger and approval of the merger and the other transactions contemplated by the Merger Agreement. At the special meeting of T-3 stockholders, T-3 stockholders will be asked to vote on the approval of the merger and adoption of the Merger Agreement.

 

We cannot complete the merger unless the shareholders of both of our companies approve the respective proposals related to the merger. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend your special meeting in person, please vote your shares as promptly as possible so that your shares may be represented and voted at the Robbins & Myers or T-3 special meeting, as applicable. Please note that a failure to vote your shares has the same effect as a vote against the merger.

 

The Robbins & Myers Board of Directors recommends that the Robbins & Myers shareholders vote “FOR” the proposal to issue Robbins & Myers Common Shares in the merger and to approve the merger and the other transactions contemplated by the Merger Agreement. The T-3 Board of Directors recommends that the T-3 stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the merger.

 

The obligations of Robbins & Myers and T-3 to complete the merger are subject to the satisfaction or waiver of several conditions. More information about Robbins & Myers, T-3 and the merger is contained in this joint proxy statement/prospectus. You should read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 16.

 

We look forward to the successful completion of this transaction.

 

Sincerely,

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

This joint proxy statement/prospectus is dated December 3, 2010 and is first being mailed to the shareholders of Robbins & Myers and the stockholders of T-3 on or about December 3, 2010.

 

 

Robbins & Myers, Inc.
51 Plum Street, Suite 260
Dayton, OH 45440
(937) 458-6600

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On January 7, 2011

 

Dear Shareholders of Robbins & Myers, Inc.:

 

We are pleased to invite you to attend a special meeting of shareholders of Robbins & Myers, Inc., an Ohio corporation (“Robbins & Myers”), which will be held at Robbins & Myers’ corporate offices at 51 Plum Street, Suite 260, Dayton, Ohio 45440, on January 7, 2011, at 9:00 a.m., local time, for the following purposes:

 

 

Robbins & Myers will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement of it. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Robbins & Myers special meeting.

 

Holders of Robbins & Myers Common Shares at the close of business on November 26, 2010 are entitled to vote at the meeting and any adjournment or postponement thereof.

 

The issuance of Robbins & Myers Common Shares to T-3 stockholders and the merger and the other transactions contemplated by the Merger Agreement will be approved if the votes cast in favor of the proposal represent two-thirds or more of all Robbins & Myers Common Shares entitled to vote on the proposal.

 

Completion of the merger is conditioned on approval of the issuance of Robbins & Myers Common Shares in the merger, the merger and the other transactions contemplated by the Merger Agreement.

 

Your vote is important. Whether or not you expect to attend in person, we urge you to authorize a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Robbins & Myers special meeting.

 

By Order of the Board of Directors,

 

Linn S. Harson,

Secretary

 

Dayton, Ohio

December 3, 2010

 

 

T-3 Energy Services, Inc.
7135 Ardmore Street
Houston, Texas 77054
(713) 996-4110

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On January 7, 2011

 

Dear Stockholders of T-3 Energy Services, Inc.:

 

We are pleased to invite you to attend a special meeting of stockholders of T-3 Energy Services, Inc., a Delaware Corporation (“T-3”), which will be held at T-3’s corporate offices at 7135 Ardmore Street, Houston, Texas 77054, on January 7, 2011, at 8:00 a.m., local time, for the following purposes:

 

 

T-3 will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement of it. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the T-3 special meeting.

 

Holders of shares of T-3 Common Stock at the close of business on November 26, 2010, are entitled to vote at the special meeting and any adjournment or postponement of the special meeting.

 

The T-3 Board of Directors has unanimously approved the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of T-3 and its stockholders. The T-3 Board of Directors unanimously recommends that T-3 stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the merger.

 

Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of T-3 Common Stock entitled to vote on the proposal. A list of the names of T-3 stockholders of record will be available for ten days prior to the T-3 special meeting for any purpose germane to the special meeting between the hours of 9:00 a.m. and 5:00 p.m., local time, at T-3’s headquarters, 7135 Ardmore Street, Houston, Texas 77054. The T-3 stockholder list will also be available at the T-3 special meeting for examination by any stockholder present at such meeting.

 

Your vote is very important. Whether or not you expect to attend the T-3 special meeting in person, we urge you to submit a proxy to vote your shares as promptly as possible by either: (1) logging onto http://www.proxyvote.com and following the instructions on your proxy card; (2) dialing 1-866-540-5760 and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the T-3 special meeting. If your shares are held of record by a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the record holder, as appropriate.

 

The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the Merger Agreement. We urge you to read this joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of T-3 Common Stock, please contact T-3’s proxy solicitor:

 

InvestorCom, Inc.
65 Locust Ave., Third Floor
New Canaan, Connecticut 06840
Banks and brokers call collect: (203) 972-9300
Stockholders may call toll-free: (877) 972-0090

 

By Order of the Board of Directors

 

Richard M. Safier,

Secretary

 

December 3, 2010

 

ADDITIONAL INFORMATION

 

This joint proxy statement/prospectus incorporates important business and financial information about Robbins & Myers and T-3 from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 

 

 

Investors may also consult Robbins & Myers’ or T-3’s website for more information about Robbins & Myers or T-3, respectively. Robbins & Myers’ website is www.robn.com. T-3’s website is www.t3energy.com.   Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

 

If you would like to request any documents, please do so by December 30, 2010 in order to receive them before the special meetings.

 

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 124.

 

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

 

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Robbins & Myers, constitutes a prospectus of Robbins & Myers under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Robbins & Myers Common Shares to be issued to T-3 stockholders pursuant to the merger. This joint proxy statement/prospectus constitutes a proxy statement of both Robbins & Myers and T-3 under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of Robbins & Myers shareholders and a notice of meeting with respect to the special meeting of T-3 stockholders.

 

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated December 3, 2010. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this joint proxy statement/prospectus to Robbins & Myers shareholders or T-3 stockholders nor the issuance by Robbins & Myers of Common Shares in connection with the merger will create any implication to the contrary.

 

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding Robbins & Myers has been provided by Robbins & Myers and information contained in this joint proxy statement/prospectus regarding T-3 has been provided by T-3.

 

TABLE OF CONTENTS

 

 

The following are some questions that you, as a shareholder of Robbins & Myers or stockholder of T-3, may have regarding the merger and the other matters being considered at the special meetings and the answers to those questions. Robbins & Myers and T-3 urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meetings. Additional important information is also contained in the Annexes to and the documents incorporated by reference into this joint proxy statement/prospectus. All references in this joint proxy statement/prospectus to “Robbins & Myers” refer to Robbins & Myers, Inc., an Ohio corporation; all references in this joint proxy statement/prospectus to “T-3” refer to T-3 Energy Services, Inc., a Delaware corporation; all references in this joint proxy statement/prospectus to “Merger Sub I” refer to Triple Merger I, Inc. a Delaware corporation and a direct wholly owned subsidiary of Robbins & Myers; all references in this joint proxy statement/prospectus to “Merger Sub II” refer to Triple Merger II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Robbins & Myers; unless otherwise indicated or as the context requires, all references in this joint proxy statement/prospectus to “we”, “our” and “us” refer to Robbins & Myers and T-3 collectively; and all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of October 6, 2010, among Robbins & Myers, T-3, Merger Sub I and Merger Sub II, a copy of which is included as Annex A to this joint proxy statement/prospectus. Robbins & Myers and its subsidiaries following completion of the merger are sometimes referred to collectively in this joint proxy statement/prospectus as the “combined company.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUMMARY

 

The Companies

 

The Merger and the Merger Agreement

	•	The receipt of the approval of the merger proposals by T-3 stockholders;
	•	The receipt of the approval of the merger proposals by Robbins & Myers shareholders;
	•	The receipt of all necessary regulatory approvals under antitrust laws;
	•	The accuracy of representations and warranties made by the parties in the Merger Agreement;
	•	Performance by the parties of their obligations under the Merger Agreement (subject in each case to certain materiality standards);
	•	The absence of a material adverse effect on each party;
	•	Each party’s receipt of legal opinions regarding the qualification of the merger as a “reorganization” for U.S. federal income tax purposes;
	•	The approval of the listing of the Robbins & Myers Common Shares to be issued in the merger or in respect of T-3 equity awards; and
	•	The absence of any applicable law or judgment, or other legal restraint or prohibition, preventing the completion of the merger.

	•	The merger is not completed by May 15, 2011 (a party may not terminate the Merger Agreement for this reason, however, if the party’s failure to perform or observe in any material respect any of its obligations under the Merger Agreement are the cause of, or resulted in, the failure of the merger to occur);
	•	Certain legal restraints preventing completion of the merger are in effect and have become final and nonappealable;
	•	The Robbins & Myers shareholders fail to approve the merger proposals;
	•	The T-3 stockholders fail to approve the merger proposals; or
	•	The other party breaches the Merger Agreement in a way that would entitle the party seeking to terminate the agreement not to complete the merger (provided the terminating party is not also in breach of the Merger Agreement), subject to the right of the breaching party to cure the breach if it is curable.

 

The Robbins & Myers Special Meeting

	•	To vote on a proposal to approve the issuance of Robbins & Myers Common Shares to T-3 stockholders in connection with the merger and to approve the merger and the other transactions contemplated by the Merger Agreement;
	•	To vote upon an adjournment of the Robbins & Myers special meeting (if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes for the approval of the foregoing proposal).

	•	The issuance of Robbins & Myers Common Shares to T-3 stockholders in connection with the merger and the merger and the other transactions contemplated by the Merger Agreement will be approved if the total votes cast in favor of the proposal represent two-thirds or more of all outstanding Robbins & Myers Common Shares entitled to vote on the proposal. Votes to abstain and broker non-votes are treated the same as votes against the proposal.
	•	The adjournment of the Robbins & Myers special meeting will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Votes to abstain and broker non-votes will have no effect on the approval of the proposal.

 

The T-3 Special Meeting

	•	To adopt the Merger Agreement and approve the merger; and
	•	To approve an adjournment of the special meeting, if necessary, including to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement and approve the merger.

	•	Adoption of the Merger Agreement and approval of the merger requires the affirmative vote of the holders of at least a majority of the outstanding shares of T-3 Common Stock entitled to vote at the special meeting. Votes to abstain and broker non-votes are treated the same as a vote against the proposal.
	•	Approval of any proposal to adjourn the T-3 special meeting, if necessary, including for the purpose of soliciting additional proxies, requires the affirmative vote of a majority of the votes cast on the proposal at the T-3 special meeting. Votes to abstain and broker non-votes will have no effect on the approval of the proposal.

 

Selected Historical Consolidated Financial Data of Robbins & Myers

		As of the End of and for the Fiscal Year(1)
		2010				2009				2008				2007				2006
		(In thousands, except per share and employee data)
Operating Results
Orders		$	641,320			$	554,349			$	812,998			$	719,848			$	688,822
Ending backlog			175,074				134,977				237,980				193,821				174,447
Sales			584,694				640,358				787,168				695,393				625,389
EBIT(2,3)			50,878				74,368				130,664				94,282				7,508
Net income (loss) — Robbins & Myers, Inc.(2,3)			33,197				55,364				87,402				50,705				(19,587	)
Net income (loss) per share, diluted (2,3)		$	1.01			$	1.66			$	2.52			$	1.48			$	(0.66	)
Financial Condition
Total assets		$	817,021			$	796,854			$	864,717			$	816,143			$	712,047
Total cash			149,213				108,169				123,405				116,110				48,365
Total debt (excluding portion due within one year)			93				265				30,435				30,553				104,787
Total equity(4)		$	491,024			$	483,111			$	515,456			$	424,947			$	351,115
Other Data
Cash flow from operating activities		$	88,483			$	51,860			$	89,560			$	65,113			$	40,581
Capital expenditures, net			10,611				17,694				22,114				16,536				13,660
Amortization			601				1,107				1,279				1,631				2,343
Depreciation			15,029				15,119				14,970				14,993				16,235
Dividends declared per share		$	0.1675			$	0.1575			$	0.1450			$	0.1250			$	0.1100
Number of employees			2,965				3,027				3,357				3,233				3,271

(1)		Robbins & Myers purchased the remaining 24% noncontrolling interest in Robbins & Myers’ Process Solution Group’s Chinese subsidiary on June 9, 2009. Robbins & Myers acquired Mavag on January 10, 2008 (by Robbins & Myers’ 51% owned consolidated joint venture in India). Robbins & Myers sold Robbins & Myers’ Zanchetta product line on March 31, 2007 and Robbins & Myers’ Hapa and Laetus product lines on March 31, 2006, all of which impact the comparability of the Selected Financial Data.

(2)		A summary of Robbins & Myers’ special items including inventory write-downs charged to cost of sales, and their impact on the diluted earnings per share is as follows:

		2010				2009				2008				2007				2006
		(In thousands, except per share data)
Pre-tax impact of special items expense (income):
Cost of sales-restructuring inventory writedowns-Process Solutions and Romaco segments		$	—			$	—			$	—			$	—			$	1,127
Other restructuring costs including severance			2,764				—				—				1,818				8,472
Net product line/facility sale gains			—				—				(7,631	)			(5,279	)			(10,258	)
Goodwill impairment-Romaco segment			—				—				—				—				39,174
Total special items		$	2,764			$	—			$	(7,631	)		$	(3,461	)		$	38,515
(Decrease) increase on net income due to special items		$	(2,764	)		$	—			$	6,265			$	3,461			$	(36,941	)
(Decrease) increase on diluted earnings per share due to special items		$	(0.08	)		$	—			$	0.18			$	0.06			$	(1.29	)

(3)		Robbins & Myers’ operating performance is evaluated using several measures. One of those measures, EBIT, is income before interest and income taxes and is reconciled to net income on Robbins & Myers’ Consolidated Statement of Income. Robbins & Myers evaluates performance of its business segments and allocates resources based on EBIT. EBIT is not, however, a measure of performance calculated in accordance with U.S. generally accepted accounting principles and should not be considered as an alternative to net income as a measure of Robbins & Myers’ operating results. EBIT is not a measure of cash available for use by management.

		For the Fiscal Year Ended December 31,
		2010				2009				2008				2007				2006
Net income attributable to Robbins & Myers, Inc.		$	33,197			$	55,364			$	87,402			$	50,705			$	(19,587	)
Interest expense, net			195				382				2,031				5,243				12,946
Income tax expense			16,536				17,412				39,099				36,866				12,589
Net income attributable to noncontrolling interest			950				1,210				2,132				1,468				1,560
Income before interest and income taxes (“EBIT”)		$	50,878			$	74,368			$	130,664			$	94,282			$	7,508

(4)		In the first quarter of fiscal 2010, Robbins & Myers adopted and retrospectively applied a new accounting standard related to a noncontrolling interest in a subsidiary. The standard requires a noncontrolling interest in a subsidiary to be classified as a separate component of total equity.

 

Selected Historical Consolidated Financial Data of T-3

		Nine Months
		Ended
		September 30,								Year Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
										(In thousands, except per share data)
Operating Data:
Revenues		$	147,526			$	166,024			$	218,461			$	285,329			$	217,434			$	163,145			$	103,218
Income from operations(1)-(6)			13,763				17,800				22,497				29,175				41,399				28,754				13,813
Income from continuing operations(1)-(6)			9,767				12,787				16,165				13,045				26,507				18,415				8,055
Income (loss) from discontinued operations, net of tax(7)			76												(48	)			(1,257	)			(323	)			(3,542	)
Net income(1)-(7)		$	9,843			$	12,787			$	16,165			$	12,997			$	25,250			$	18,092			$	4,513
Basic earnings (loss) per common share:
Continuing operations		$	0.75			$	1.01			$	1.27			$	1.05			$	2.26			$	1.74			$	0.76
Discontinued operations			0.01				—				—				—				(0.11	)			(0.03	)			(0.33	)
Net income per common share		$	0.76			$	1.01			$	1.27			$	1.05			$	2.15			$	1.71			$	0.43
Diluted earnings (loss) per common share:(8)
Continuing operations(1)-(6)		$	0.74			$	1.00			$	1.26			$	1.02			$	2.19			$	1.68			$	0.75
Discontinued operations(7)			0.01				—				—				—				(0.11	)			(0.03	)			(0.33	)
Net income per common share(1)-(7)		$	0.75			$	1.00			$	1.26			$	1.02			$	2.08			$	1.65			$	0.42
Weighted average common shares outstanding:
Basic			13,025				12,660				12,711				12,457				11,726				10,613				10,582
Diluted(8)			13,181				12,758				12,806				12,812				12,114				10,934				10,670

		September 30,								December 31,
		2010				2009				2009				2008				2007				2006				2005
						(In thousands)
Balance Sheet Data:
Total assets		$	296,758			$	278,735			$	279,821			$	287,112			$	300,562			$	162,643			$	140,788
Long-term debt, less current maturities			—				—				—				18,753				61,423				—				7,058

(1)		In 2009, T-3 incurred approximately $3.9 million, or $2.5 million net of tax or diluted earnings per share of $0.20 per share, of costs relating to the March departure of Gus D. Halas, T-3’s former Chairman and Chief Executive Officer. Additionally, T-3 incurred approximately $0.3 million, or $0.2 million net of tax or diluted earnings per share of $0.02 per share, of costs related to abandoned acquisitions as well as the acquisition of the surface wellhead business of Azura Energy Systems Surface, Inc.
(2)		In 2008, T-3 incurred approximately $4.7 million, or $3.1 million net of tax or diluted earnings per share of $0.24 per share, of costs related to the pursuit of strategic alternatives.
(3)		In 2008, T-3 recorded a $23.5 million, or $20.5 million net of tax or diluted earnings per share of $1.60 per share, charge to continuing operations for the impairment of goodwill related to T-3’s pressure and flow control reporting unit.
(4)		In 2007, T-3 recorded a $2.5 million, or $1.9 million net of tax or diluted earnings per share of $0.16 per share, charge associated with a change of control payment and the immediate vesting of previously unvested stock options and restricted stock held by Gus D. Halas, T-3’s former Chairman and Chief Executive Officer, pursuant to the terms of his then existing employment agreement.
(5)		In 2006, T-3 recorded a $0.4 million, or $0.3 million net of tax or diluted earnings per share of $0.02 per share, charge associated with a Form S-1 registration statement and subsequent amendments. The Form S-1 registration statement was converted into a Form S-3 registration statement in September 2006, which was used by First Reserve Fund VIII to sell 4.5 million shares of T-3 Common Stock on November 30, 2006 in a series of block trades.
(6)		In 2005, T-3 recorded a $0.6 million, or $0.4 million net of tax or diluted earnings per share of $0.04 per share, charge associated with the termination of a public offering.
(7)		In 2007, T-3 recorded a $1.8 million, or $1.1 million net of tax or diluted earnings per share of $0.09 per share, charge due to a jury verdict incurred against one of T-3’s discontinued businesses. In 2005, T-3 completed the sale of substantially all of the assets of T-3’s distribution segment. The results of operations attributable to those assets are reported as discontinued operations. This resulted in a $2.8 million goodwill and other intangibles impairment charge and a $0.8 million long-lived asset impairment charge in 2005.
(8)		The following numbers of options and warrants were not included in the computation of diluted earnings per share for the twelve-month period ending on December 31 of the indicated year, because their inclusion would have been anti-dilutive: 863,836 options (2009); 492,128 options (2008); 208,000 options (2007); 5,325 options (2006); and 85,553 options and 332,862 warrants (2005). The following numbers of options were not included in the computation of diluted earnings per share for the nine-month period ending on September 30 of the indicated year, because their inclusion would have been anti-dilutive: 557,000 options (2010) and 974,000 options (2009). For the year ended December 31, 2008, there were 5,027 shares of restricted stock that were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. For the year ended December 31, 2006, there were 25,000 shares of unvested restricted stock that were not included in the computation of diluted earnings per share because the current market price at the end of the period did not exceed the target market price.

 

Summary Unaudited Pro Forma Condensed Combined Financial Information

		Fiscal Year Ended
		August 31, 2010
		(In thousands, except
		per share amounts)
Summary Statement of Pro Forma Combined Income Data:
Sales		$	784,621
Income from continuing operations		$	40,939
Earnings per Common Share
Basic		$	0.91
Diluted		$	0.90

		As of
		August 31, 2010
		(In thousands)
Summary Pro Forma Combined Balance Sheet Data:
Total assets		$	1,266,857
Long-term debt		$	93
Total equity		$	858,398

 

Selected Comparative Per Share Market Price Information

		Robbins & Myers				T-3
October 5, 2010		$	26.68			$	27.15
November 26, 2010		$	30.80			$	35.28

 

Certain Historical and Pro Forma Per Share Data

		As of and for the
		Year Ended
		August 31, 2010
Robbins & Myers Historical Data Per Common Share
Income from continuing operations
Basic and diluted		$	1.01
Dividends declared per share		$	0.1675
Book value per share		$	14.44

		As of and for the
		Four
		Quarters Ended
		September 30, 2010
T-3 Historical Data Per Share of Common Stock
Income from continuing operations
Basic		$	1.01
Diluted		$	1.00
Dividends declared per share		$	-0-
Book value per share		$	19.21

		As of and for the
		Year Ended
		August 31, 2010
Robbins & Myers Pro Forma Combined Data Per Common Share
Income from continuing operations
Basic		$	0.91
Diluted		$	0.90
Dividends declared per share		$	0.1675
Book value per share		$	19.10

		As of and for the
		Four
		Quarters Ended
		September 30, 2010
T-3 Pro Forma Equivalent Per Share of Common Stock
Income from continuing operations
Basic		$	0.81
Diluted		$	0.80
Dividends declared per share		$	0.1497
Book value per share		$	17.08

 

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Special Note Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the Robbins & Myers merger proposals, in the case of Robbins & Myers shareholders, or the T-3 merger proposals, in the case of T-3 stockholders. In addition, you should read and consider the risks associated with each of the businesses of Robbins & Myers and T-3 because these risks will also affect the combined company — these risks can be found in Robbins & Myers’ and T-3’s respective Annual Reports on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page 124.

 

The exchange ratio is fixed and will not be adjusted in the event of any change in either Robbins & Myers’ or T-3’s stock price.

 

Upon closing of the merger, each share of T-3 Common Stock will be converted into the right to receive 0.894 Common Shares of Robbins & Myers, plus $7.95 in cash, without interest. This exchange ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Robbins & Myers Common Shares or T-3 Common Stock. Changes in the price of Robbins & Myers Common Shares prior to completion of the merger will affect the market value that T-3 stockholders will receive on the date of the merger. Stock price changes may result from a variety of factors (many of which are beyond our control), including the following factors:

 

 

The price of Robbins & Myers Common Shares at the closing of the merger may vary from the price on the date the Merger Agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of Robbins & Myers and T-3. As a result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of Robbins & Myers Common Shares during the period from October 5, 2010, the last trading day before public announcement of the merger, through November 26, 2010, the stock exchange ratio, plus cash consideration, represented a market value ranging from a low of $30.56 to a high of $35.49 for each share of T-3 Common Stock.

 

Because the merger will be completed after the special meetings, at the time of your special meeting, you will not know the exact market value of the Robbins & Myers Common Shares that T-3 stockholders will receive upon completion of the merger.

 

If the price of Robbins & Myers Common Shares increases between the time of the special meetings and the effective time of the merger, T-3 stockholders will receive Robbins & Myers Common Shares that have a market value that is greater than the market value of such shares at the time of the special meetings. If the price of Robbins & Myers Common Shares decreases between the time of the special meetings and the effective time of the merger, T-3 stockholders will receive Common Shares of Robbins & Myers that have a market value that is less than the market value of such shares at the time of the special meetings. Therefore,

because the exchange ratio is fixed, shareholders cannot be sure at the time of the special meetings of the market value of the consideration that will be paid to T-3 stockholders upon completion of the merger.

 

Obtaining required approvals necessary to satisfy closing conditions may delay or prevent completion of the merger.

 

Completion of the merger is conditioned upon the receipt of certain governmental authorizations, consents, orders or other approvals, including the expiration or termination of the waiting period under the HSR Act. The parties filed Notification and Report forms with the Antitrust Division of the Department of Justice and the Federal Trade Commission on November 4, 2010. The parties did not receive a Second Request from the Federal Trade Commission and early termination of the 30 day waiting period under the HSR Act was granted effective November 16, 2010. No other approvals are required under the United States antitrust laws to complete the transaction. However, at any time before or after the effective time of the merger, public or private entities (including states and private parties) could take action under the antitrust laws, including but not limited to seeking to prevent the merger in court, to rescind the merger or to require the divestiture of assets of Robbins & Myers or T-3. We cannot assure you that a challenge to the merger on antitrust grounds will not be made or, if such a change is made, that it will not be successful. Any of these events could result in the conditions to the merger not being satisfied. See the sections entitled “Conditions to Completion of the Merger” beginning on page 87 for a discussion of the conditions to the completion of the merger and “Regulatory Approvals Required for the Merger” beginning on page 76 for a description of the regulatory approvals necessary in connection with the merger.

 

Failure to complete the merger or a significant delay in the completion of the merger could negatively impact the stock prices and the future business and financial results of Robbins & Myers and T-3.

 

Completion of the merger is subject to a number of conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion, including approvals of the shareholders of Robbins & Myers and the stockholders of T-3. If the merger is delayed or is not completed, the ongoing businesses of Robbins & Myers and T-3 may be adversely affected. Additionally, if the merger is not completed, Robbins & Myers may be required to pay to T-3 a termination fee of $24 million under certain circumstances and T-3 may be required to pay to Robbins & Myers a termination fee of $12 million under other specified circumstances. Each party will also have to pay certain costs relating to the merger, such as legal, accounting, financial advisor, filing, printing and mailing fees. Any of the foregoing, or other risks arising in connection with the failure of the merger, including the diversion of management attention from pursuing other opportunities during the pendency of the merger, may have an adverse effect on the business, financial results and stock prices of Robbins & Myers and T-3.

 

The Merger Agreement contains provisions that could discourage a potential competing acquiror of either Robbins & Myers or T-3.

 

The Merger Agreement contains “no shop” provisions that, subject to limited exceptions, restrict Robbins & Myers’ and T-3’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire stock or assets of Robbins & Myers or T-3. Further, even if the Robbins & Myers Board of Directors or the T-3 Board of Directors withdraws or qualifies its recommendation with respect to the merger, it will still be required to submit the matter to a vote at its special meeting in certain circumstances. In addition, the other party to the merger generally has an opportunity to offer to modify the terms of its proposal in response to any competing acquisition proposals before the Board of Directors of the company that has received a third-party proposal may withdraw or qualify its recommendation with respect to the merger. In some circumstances, upon termination of the Merger Agreement Robbins & Myers will be required to pay a termination fee of $24 million to T-3 or T-3 will be required to pay a termination fee of $12 million to Robbins & Myers. See the sections entitled “No Solicitation of Alternative Proposals” beginning on page 81, “Termination of the Merger Agreement” beginning on page 88 and “Termination Fees; Consequences of Termination” beginning on page 90.

These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Robbins & Myers or T-3 from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger, or might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

 

If the Merger Agreement is terminated and either Robbins & Myers or T-3 determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

 

The pendency of the merger could adversely affect the business and operations of Robbins & Myers and T-3.

 

In connection with the pending merger, each company will face additional uncertainties and restrictions on the manner in which it operates its business, including, among other things, that:

 

 

If lawsuits are filed against Robbins & Myers and T-3 challenging the merger and an adverse ruling is received, the merger may not be completed.

 

One of the conditions to the closing of the merger is that no judgment, injunction (whether preliminary, temporary or permanent) or other legal restraint or prohibition shall be in effect that prevents the completion of the merger. As such, if litigation is filed and an injunction prohibiting the defendants from completing the merger is obtained, then such injunction may prevent the merger from becoming effective, or from becoming effective within the expected time frame.

 

If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, the stockholders of T-3 may be required to pay substantial U.S. federal income taxes.

 

The obligations of Robbins & Myers and T-3 to complete the merger are conditioned on, respectively, Robbins & Myers’ receipt of an opinion of counsel to Robbins & Myers, and T-3’s receipt of an opinion of counsel to T-3, to the effect that the merger will qualify as a tax-free reorganization under Section 368(a) of the Code, and that gain, but no loss, will be recognized by the T-3 stockholders as a result of the merger equal to the lesser of (a) the amount of cash received in the merger and (b) the excess, if any, of (i) the sum of the cash plus the fair market value of the Robbins & Myers Common Shares received in the merger, determined as of the closing date of the merger, over (ii) the holder’s tax basis in the T-3 shares surrendered in the merger. Any gain recognized generally will be treated as capital gain. These opinions will be based upon, among other things, certain assumptions, representations and covenants made by Robbins & Myers and T-3. An assumption made in reaching the conclusion that the merger will qualify as a reorganization is that all substantial conditions to the respective obligations of the parties to effect the merger will have been met and not waived. The failure of any such representation or assumption to be true or for a party to take action inconsistent with a covenant could adversely affect the validity of the opinions. Additionally, an opinion of counsel represents counsel’s legal judgment, and is not binding on the IRS or the courts. If a court determines that the merger is

taxable, T-3 stockholders would recognize taxable gain or loss on their receipt of Robbins & Myers Common Shares and cash in the merger. See the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 71.

 

The failure to integrate successfully the businesses of Robbins & Myers and T-3 in the expected time frame would adversely affect the combined company’s future results post-merger.

 

The success of the merger will depend, in large part, on the ability of the combined company to realize the anticipated benefits, including cost savings, from combining the businesses of Robbins & Myers and T-3. To realize these anticipated benefits, the businesses of Robbins & Myers and T-3 must be successfully integrated. This integration will be complex and time-consuming. The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company not achieving the anticipated benefits of the merger, which could have a negative impact on you as a shareholder of the combined company following the merger.

 

Potential difficulties that may be encountered in the integration process include the following:

 

 

Robbins & Myers’ future results will suffer if Robbins & Myers does not effectively manage its expanded operations following the merger.

 

Following the merger, the size of Robbins & Myers’ business will increase dramatically. Robbins & Myers’ future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Robbins & Myers cannot assure you that it will be successful or that Robbins & Myers will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the merger.

 

Robbins & Myers is expected to incur substantial expenses related to the merger and the integration of T-3.

 

Robbins & Myers is expected to incur substantial expenses in connection with the merger and the integration of T-3. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, billing, payroll, manufacturing, marketing and benefits. While Robbins & Myers has assumed that a certain level of expenses would be incurred, there are many factors beyond its control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that Robbins & Myers expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings. These integration expenses likely will result in Robbins & Myers taking significant

charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

 

Robbins & Myers’ ability to finance the ongoing cash needs of the combined company is not guaranteed.

 

Robbins & Myers plans to fund its merger transaction expenses and the cash needs of the combined company with available cash of the combined company and proceeds (if any) that Robbins & Myers obtains from bank borrowings or capital markets issuances. If these sources of cash are unavailable, unattractive or inadequate, Robbins & Myers may be forced to raise funds in alternative manners, which may be more costly or unavailable. Completion of the merger is not conditioned on completing any financing transactions.

 

Robbins & Myers’ and T-3’s businesses are and will be subject to the risks described above. In addition, Robbins & Myers and T-3 are, and will continue to be, subject to the risks described in Robbins & Myers’ and T-3’s respective Annual Reports on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 124 for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

Statements set forth in this joint proxy statement/prospectus 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 merger (including its benefits, results, effects and timing), the attributes of T-3 as a subsidiary of Robbins & Myers 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:

 

 

 

 

Readers are cautioned not to rely on any forward-looking statement, which speaks only as of the date of this joint proxy statement/prospectus or, if such statement is included in another document incorporated into this joint proxy statement/prospectus, as of the date of such other document. Except to the extent required by applicable law, the parties undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers also should understand that it is not possible to predict or identify all relevant factors that may impact forward-looking statements and that the above list should not be considered a complete statement of all potential risks and uncertainties.

 

Robbins & Myers, Inc.

51 Plum Street, Suite 260

Dayton, Ohio 45440

(937) 458-6600

 

Robbins & Myers, an Ohio corporation, is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets. Robbins & Myers’ operations are classified into three business segments: Fluid Management; Process Solutions; and Romaco. The Fluid Management Group designs, manufactures and markets equipment and systems used in oil and gas exploration, recovery and transportation, specialty chemical, wastewater treatment and a variety of other industrial applications. The Process Solutions Group designs, manufactures, and services glass-lined reactors and storage vessels and provides alloy steel vessels, heat exchangers, other fluid systems, wiped film evaporators, packaged process systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and specialty chemical markets. Romaco designs, manufactures and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical, food and cosmetic industries.

 

Additional information about Robbins & Myers and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 124.

 

Robbins & Myers Merger Subs

51 Plum Street, Suite 260

Dayton, Ohio 45440

(937) 458-6600

 

Triple Merger I, Inc., a wholly owned subsidiary of Robbins & Myers, is a Delaware corporation that was formed on April 16, 2010 for the purpose of effecting the merger. In the merger, Triple Merger I, Inc. will be merged with and into T-3, with T-3 surviving as a wholly owned subsidiary of Robbins & Myers. Triple Merger II, Inc., a wholly owned subsidiary of Robbins & Myers, is a Delaware corporation that was formed on April 16, 2010 for the purpose of facilitating completion of the merger. If necessary for tax reasons, T-3 will be merged with and into Triple Merger II, Inc., with Triple Merger II, Inc. surviving as a wholly owned subsidiary of Robbins & Myers.

 

T-3 Energy Services, Inc.

7135 Ardmore Street

Houston, Texas 77054

(713) 996-4110

 

T-3, a Delaware corporation, designs, manufactures, repairs and services products used in the drilling and completion of new oil and gas wells, the workover of existing wells, and the production and transportation of oil and gas. Its products are used in both onshore and offshore applications throughout the world.

 

Additional information about T-3 and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 124.

 

The special meeting of Robbins & Myers shareholders will be held at Robbins & Myers’ corporate offices at 51 Plum Street, Suite 260, Dayton, Ohio 45440, on January 7, 2011 at 9:00 a.m., local time.

 

At the Robbins & Myers special meeting, Robbins & Myers shareholders will be asked:

 

 

Completion of the merger is conditioned on approval by Robbins & Myers shareholders of the issuance of Robbins & Myers Common Shares in the merger, the merger and the other transactions contemplated by the Merger Agreement.

 

At a special meeting held on October 6, 2010, the Robbins & Myers Board of Directors unanimously determined that the merger and the other transactions contemplated by the Merger Agreement, including the issuance of Robbins & Myers Common Shares in the merger, are advisable and in the best interests of Robbins & Myers and its shareholders. Accordingly, the Robbins & Myers Board of Directors unanimously recommends that the Robbins & Myers shareholders vote “FOR” the proposal to approve the issuance of Robbins & Myers Common Shares in the merger and the merger and the other transactions contemplated by the Merger Agreement.

 

Robbins & Myers shareholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger. In addition, Robbins & Myers shareholders are directed to the Merger Agreement, which is included as Annex A to this joint proxy statement/prospectus.

 

Only holders of Common Shares of Robbins & Myers issued and outstanding at the close of business on November 26, 2010, the record date for the Robbins & Myers special meeting, will be entitled to notice of, and to vote at, the Robbins & Myers special meeting or any adjournments or postponements thereof. On the record date, there were 32,985,562 Common Shares of Robbins & Myers issued and outstanding. Each outstanding Common Share of Robbins & Myers is entitled to one vote on each proposal and any other matter coming before the Robbins & Myers special meeting.

 

On the record date, approximately 1.5% of the outstanding Common Shares of Robbins & Myers were held by Robbins & Myers’ directors and executive officers and their affiliates. We currently expect that Robbins & Myers’ directors and executive officers will vote their shares in favor of all Robbins & Myers proposals, although no director or executive officer has entered into any agreement obligating him or her to do so.

 

Under the Voting Agreement with M.H.M. & Co., Ltd., M.H.M. & Co., Ltd. agreed to vote the Robbins & Myers Common Shares beneficially owned by it in favor of approval of the merger proposals and granted to T-3 an irrevocable proxy to secure the performance of its obligations under the Voting Agreement. M.H.M. & Co., Ltd. may terminate the Voting Agreement under certain circumstances, including if the Robbins & Myers Board of Directors adversely changes its recommendation with respect to the merger. As of the record date for

the Robbins & Myers special meeting, M.H.M. & Co., Ltd. held 5,546,106 Common Shares, or approximately 16.8% of the outstanding Robbins & Myers Common Shares. Thomas P. Loftis, Chairman of the Board of Robbins & Myers, is the sole owner of Loftis Investments, LLC, a general partner of M.H.M. & Co., Ltd., but does not make decisions with respect to voting or disposition of its Robbins & Myers Common Shares.

 

Shareholders who hold at least a majority of the Robbins & Myers Common Shares issued and outstanding and who are entitled to vote at the Robbins & Myers special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Robbins & Myers special meeting. Note, however, that even if a quorum is present at the Robbins & Myers special meeting, the merger proposals can be approved only if two-thirds or more of all issued and outstanding Robbins & Myers Common Shares entitled to vote on the merger proposals vote in favor of it.

 

All Robbins & Myers Common Shares represented at the Robbins & Myers special meeting, including shares that are represented but that vote to abstain, and shares that are represented but that are held by brokers, banks and other nominees who do not have authority to vote such shares (i.e., a broker non-vote), will be treated as present and entitled to vote for purposes of determining the presence or absence of a quorum.

 

The required votes to approve the merger proposals are as follows:

 

 

If you are a Robbins & Myers shareholder and fail to vote or fail to instruct your broker, bank or other nominee to vote, it will have the effect of a vote against the merger proposals, but will have no effect on any proposal to adjourn the special meeting. If you are a Robbins & Myers shareholder through the Robbins & Myers 401(k) Plan and fail to instruct the 401(k) Trustee how to vote, the Trustee will vote your shares as described below under the section entitled “Shares Held in the Robbins & Myers 401(k) Plan” beginning on page 25.

 

If you are a Robbins & Myers shareholder and you vote to abstain, it will have the effect of a vote against the merger proposals, but will have no effect on any proposal to adjourn the Robbins & Myers special meeting.

 

If you are a record holder of Robbins & Myers Common Shares, a proxy card is enclosed for your use. Robbins & Myers requests that you vote your shares by telephone or through the Internet, or sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope. Information and applicable deadlines for voting by telephone or through the Internet are set forth on the enclosed proxy card. When the enclosed proxy card is returned properly executed, the Common Shares of Robbins & Myers represented by it will be voted at the Robbins & Myers special meeting or any adjournment thereof in accordance with the instructions contained in the proxy card. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

Your vote is important. Accordingly, if you are a record holder of Robbins & Myers Common Shares, please sign and return the enclosed proxy card or vote via telephone or the Internet whether or not you plan to attend the Robbins & Myers special meeting in person.

 

If a proxy card is signed and returned without an indication as to how the Robbins & Myers Common Shares represented are to be voted with regard to a particular proposal, the Robbins & Myers Common Shares represented by the proxy will be voted in accordance with the recommendation of the Robbins & Myers Board of Directors. At the date hereof, the Robbins & Myers Board of Directors has no knowledge of any business that will be presented for consideration at the special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related Robbins & Myers proxy card other than the matters set forth in Robbins & Myers’ Notice of Special Meeting of Shareholders. In accordance with Ohio law, business transacted at the Robbins & Myers special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Robbins & Myers special meeting for consideration, it is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their best judgment on such matter.

 

If your shares are held in the name of a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” You are not the “record holder” of such shares. If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. As the beneficial holder, unless your broker, bank or other nominee has discretionary authority over your shares, you generally have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority. This is often called a “broker non-vote.”

 

Please follow the voting instructions provided by your broker, bank or other nominee, so that they may vote your shares on your behalf. Please note that you may not vote shares held in street name by returning a proxy card directly to Robbins & Myers or by voting in person at your special meeting unless you first provide a proxy from your broker, bank or other nominee.

 

If you are a Robbins & Myers shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any matter over which they do not have discretionary authority. Such a broker non-vote will have the effect of a vote against Robbins & Myers’ proposals, assuming a quorum is present.

 

If you hold shares through the Robbins & Myers 401(k) Plan you can instruct the 401(k) Trustee, in a confidential manner, how to vote the shares allocated to you in the Plan by one of the following three methods:

 

 

 

 

Since only the 401(k) Trustee can vote the shares allocated to you, you will not be able to vote your Robbins & Myers 401(k) Plan shares personally at the special meeting.

Please note that the trust agreement governing the Robbins & Myers 401(k) Plan provides that if the 401(k) Trustee does not receive your voting instructions, the Trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the 401(k) Trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the Robbins & Myers 401(k) Plan shares by the 401(k) Trustee is subject to federal pension laws, which require the Trustee to act as a fiduciary for Robbins & Myers 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the 401(k) Trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law.

 

The only way to ensure that the 401(k) Trustee votes shares allocated to you in the Robbins & Myers 401(k) Plan in accordance with your wishes is to provide instructions to the Trustee in the manner set forth above.

 

If you are a participant (or a beneficiary of a deceased participant) in the Robbins & Myers 401(k) Plan and you also own other Robbins & Myers Common Shares outside of your Robbins & Myers 401(k) Plan account, you should receive a voting instruction card for shares credited to your account in the Robbins & Myers 401(k) Plan, and a separate proxy card if you are a record holder of additional Common Shares of Robbins & Myers, or voting instruction card if you hold additional Common Shares of Robbins & Myers through a broker, bank or other nominee. You must vote shares that you hold as a shareholder of record, shares that you hold through a broker, bank or other nominee, and shares that are allocated to your Robbins & Myers 401(k) Plan account separately in accordance with each of the proxy cards and voting instruction cards you receive with respect to your Robbins & Myers Common Shares.

 

If you are a record holder of Robbins & Myers:   If you are a record holder of Robbins & Myers Common Shares, you can change your vote at any time before your proxy is voted at your special meeting. You can do this in one of three ways:

 

 

If you choose either of the first two methods, your notice of revocation or your new proxy must be received no later than the beginning of the Robbins & Myers special meeting (or, in the case of granting a new later-dated proxy by telephone or Internet, no later than 11:59 p.m. on the day prior to the Robbins & Myers special meeting). If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by any manner described above.

 

If you hold shares of Robbins & Myers in “street name”:   If your shares are held in street name, you must contact your broker, bank or other nominee to change your vote.

 

If you hold Robbins & Myers shares in the Robbins & Myers 401(k) Plan:   If you hold Common Shares of Robbins & Myers in the Robbins & Myers 401(k) Plan, there are two ways in which you may revoke your

instructions to the 401(k) Trustee and change your vote with respect to voting the shares allocated to you in the Plan:

 

 

 

Robbins & Myers is soliciting proxies for the Robbins & Myers special meeting and, in accordance with the Merger Agreement, the cost of proxy solicitation for the Robbins & Myers special meeting will be borne by Robbins & Myers. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Robbins & Myers, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Robbins & Myers will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares and will provide customary reimbursement to such firms for the cost of forwarding these materials. Robbins & Myers has retained Alliance Advisors, LLC to assist in its solicitation of proxies and has agreed to pay it a fee of approximately $7,500, plus reasonable expenses, for these services.

 

It is Robbins & Myers’ policy that all proxies, ballots and tabulations of shareholders who check the box indicated for confidential voting be kept confidential, except where mandated by law and other limited circumstances.

 

For participants in the Robbins & Myers 401(k) Plan, your instructions to the 401(k) Trustee on how to vote the shares allocated to you under the Robbins & Myers 401(k) Plan will be kept confidential. You do not need to request confidential treatment in order to maintain the confidentiality of your vote.

 

 

The special meeting of T-3 stockholders will be held at T-3’s corporate offices at 7135 Ardmore Street, Houston, Texas 77054, on January 7, 2011 at 8:00 a.m., local time.

 

At the T-3 special meeting, T-3 stockholders will be asked:

 

 

At a special meeting held on October 5, 2010, the T-3 Board of Directors, by the unanimous vote of its members, determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of T-3 and its stockholders.

The T-3 Board of Directors unanimously recommends that the T-3 stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the merger.

 

T-3 stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger. In addition, T-3 stockholders are directed to the Merger Agreement, which is included as Annex A to this joint proxy statement/prospectus.

 

Only holders of T-3 Common Stock at the close of business on November 26, 2010, the record date for the T-3 special meeting, will be entitled to notice of, and to vote at, the T-3 special meeting or any adjournments or postponements thereof. On the record date, there were outstanding a total of 13,387,706 shares of T-3 Common Stock. Each outstanding share of T-3 Common Stock is entitled to one vote on each proposal and any other matter coming before the T-3 special meeting.

 

On the record date, approximately 1.1% of the outstanding shares of T-3 Common Stock were held by T-3 directors and executive officers.

 

Stockholders entitled to cast a majority of all the votes entitled to be cast at the T-3 special meeting must be present in person or by proxy to constitute a quorum for the transaction of business at the T-3 special meeting. Note, however, that even if a quorum is present at the T-3 special meeting, the merger proposals can be approved only if holders of at least a majority of the outstanding shares of T-3 Common Stock vote in favor of the merger proposals. If a quorum is not present, stockholders present in person or by proxy may, by a majority vote, postpone or recess the meeting from time to time without further notice other than announcement at the meeting of the date, time and place of the postponed or recessed meeting.

 

Abstentions will be included in the calculation of the number of shares of T-3 Common Stock represented at the special meeting for purposes of determining whether a quorum is present. With respect to broker non-votes, the approval and adoption of the Merger Agreement are not considered routine matters. Therefore, your broker will not be permitted to vote on the merger proposals without instruction from you as the beneficial owner of the T-3 Common Stock. Broker non-votes will, however, be counted for purposes of determining whether a quorum is present at the T-3 special meeting.

 

The required votes to approve the T-3 proposals are as follows:

 

 

If you are a T-3 stockholder and fail to vote or fail to instruct your broker, bank or nominee to vote, it will have the same effect as a vote against the merger proposals but will have no effect on any proposal to adjourn the T-3 special meeting.

 

If you are a T-3 stockholder and you vote to abstain or instruct your broker, bank or nominee to vote to abstain, it will have the same effect as a vote against the merger proposals but will have no effect on any proposal to adjourn the T-3 special meeting.

 

If you are a record holder of T-3 Common Stock, a proxy card is enclosed for your use. T-3 requests that you vote your shares by telephone or through the Internet, or sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope. Information and applicable deadlines for authorizing a proxy by telephone or through the Internet are set forth on the enclosed proxy card. When the enclosed proxy card is returned properly executed, the shares of T-3 Common Stock represented by it will be voted at the T-3 special meeting or any adjournment thereof in accordance with the instructions contained in the proxy card.

 

Your vote is important. Accordingly, if you are a record holder of T-3 Common Stock, please sign and return the enclosed proxy card or vote via telephone or the Internet whether or not you plan to attend the T-3 special meeting in person.

 

If a proxy card is signed and returned without an indication as to how the shares of T-3 Common Stock represented are to be voted with regard to a particular proposal, the T-3 Common Stock represented by the proxy will be voted in accordance with the recommendation of the T-3 Board of Directors. If any other matter is properly presented at the T-3 special meeting, the persons named in the enclosed proxy card will vote in accordance with their best judgment on such matter.

 

If your shares are held in the name of a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” You are not the “record holder” of such shares. If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you must provide the record holder of your shares with instructions on how to vote your shares if you wish them to be voted. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to T-3 or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Further, brokers who hold shares of T-3 Common Stock on behalf of their customers may not give a proxy to T-3 to vote those shares with respect to the merger proposals without specific instructions from their customers.

 

If you are a T-3 stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker will not vote your shares on any matter over which they do not have discretionary authority (a broker non-vote), which will have the effect of a vote against the merger proposals.

 

If you are a record holder of T-3:   If you are a record holder of shares of T-3 Common Stock, you can change your vote at any time before your proxy is voted at your special meeting. You can do this in one of three ways:

 

 

If you choose either of the first two methods, your notice of revocation or your new proxy must be received no later than the beginning of the T-3 special meeting (or, in the case of granting a new later-dated proxy by telephone or Internet, no later than 11:59 p.m. on the day prior to the T-3 special meeting). If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by any manner described above.

 

If you hold shares of T-3 in “street name”:   If your shares are held in street name, you must contact your broker, bank or other nominee to change your vote.

 

T-3 is soliciting proxies for the T-3 special meeting and, in accordance with the Merger Agreement, the cost of proxy solicitation for the T-3 special meeting will be borne by T-3. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of T-3, without additional remuneration, by personal interview, telephone, facsimile or otherwise. T-3 also will request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. T-3 has retained InvestorCom, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of approximately $8,000, plus reasonable expenses, for these services.

 

Upon completion of the merger, T-3 or a successor entity will become a wholly owned subsidiary of Robbins & Myers.

 

In the merger, each outstanding share of T-3 Common Stock (other than shares owned by Robbins & Myers or either Triple Merger Sub, which will be cancelled) will be converted into the right to receive 0.894 Common Shares of Robbins & Myers, plus $7.95 in cash, without interest. Cash will also be paid in lieu of fractional shares. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. Robbins & Myers shareholders will continue to hold their existing Robbins & Myers Common Shares.

 

Given the nature of the businesses of Robbins & Myers’ Fluid Management Group and T-3, the management of each company generally has been familiar with the other’s business. Discussions between the companies occurred as early as 2004, and over the last few years, the companies had sporadic contact to gauge their respective levels of interest in pursuing a strategic business combination.

 

The T-3 Board of Directors and its management periodically review strategic options to improve T-3’s assets, business opportunities strategy and prospects for growth to create value for T-3 stockholders. As a result of these reviews and considerations, the T-3 Board of Directors has focused on three related strategic goals. First, the T-3 Board of Directors has long believed that T-3 needed to grow in size to achieve a larger business base and offer a more comprehensive set of products and services, either by acquiring other businesses or by strategically combining with another company. Second, T-3 has focused on expanding internationally. Finally, the T-3 Board of Directors has wanted to increase T-3’s exposure to products and services less dependent on the drilling rig capital equipment cycle.

 

In furtherance of these strategic goals, T-3’s strategic reviews have frequently resulted in considering acquisitions of other companies and, on several occasions, resulted in considering combinations with other companies. In April 2008, T-3 hired Simmons & Company International (“Simmons”) to review and analyze value enhancement alternatives. A number of such transactions were considered in the summer of 2008 but did not come to fruition and were subsequently followed by the financial crisis in the fall of 2008. In the uncertain

financial environment of late 2008 and early 2009, T-3 management had preliminary discussions with several private equity firms regarding a potential going private transaction, none of which were ultimately pursued.

 

In the fall of 2009, in response to a third party inquiry from an engineering solutions company, the T-3 Board of Directors, with the assistance of Simmons, reviewed potential candidates for a strategic transaction consistent with the T-3 Board of Director’s strategic goals. The engineering solutions company discontinued discussions, however, before any other potential strategic transaction partners were contacted.

 

In October 2009, UBS approached Peter C. Wallace, Robbins & Myers’ President and Chief Executive Officer, regarding a possible meeting between Robbins & Myers and T-3.

 

Following discussions with Mr. Wallace, UBS arranged a meeting with Mr. Wallace and Steven W. Krablin, T-3’s Chairman, President and Chief Executive Officer, for late October 2009. Messrs. Wallace and Krablin and representatives from UBS met at the UBS Houston, Texas offices and for dinner in Houston on October 29, 2009. At that meeting, Messrs. Wallace and Krablin discussed their respective companies and the opportunities and challenges each company faced.

 

Following the meeting in Houston, Messrs. Wallace and Krablin agreed to meet again later in the year when Mr. Wallace would be visiting the Fluid Management Group’s facility in Willis, Texas. On December 8, 2009, Mr. Wallace and Saeid Rahimian, Vice President of Robbins & Myers and President of the Robbins & Myers Fluid Management Group, met with Mr. Krablin and provided him a tour of Robbins & Myers’ Willis, Texas facility. The executives had dinner that evening and discussed, among other things, current product offerings and recent trends.

 

On December 10, 2009, Mr. Wallace contacted Mr. Krablin to ask him to consider moving forward with discussions about the possibility of combining the two companies. They also discussed the benefit of using stock as part of the consideration rather than a cash-only transaction so that T-3 stockholders would continue to benefit from the business combination. Mr. Krablin responded later that same day, indicating that he and the T-3 Board of Directors would consider seriously any transaction that created value for T-3 stockholders and would be available to explore all possibilities.

 

On December 11, 2009, a conference call was held to discuss expectations and a process for moving forward to explore a possible transaction. Participating in the call for Robbins & Myers were Mr. Wallace and Christopher M. Hix, Vice President and Chief Financial Officer of Robbins & Myers. T-3 was represented on the call by Mr. Krablin. During this conference call, the parties agreed to execute a mutual confidentiality agreement to permit the exchange of information on a confidential basis and to ensure that discussions would remain confidential. A confidentiality agreement was executed as of December 21, 2009.

 

On December 18, 2009, Mr. Wallace contacted Mr. Krablin to schedule a meeting in January 2010 to discuss synergy assumptions, but only if the T-3 Board of Directors could support a transaction comprised of both stock and cash consideration. On December 21, 2009, Mr. Krablin responded that he had discussed the general transaction structure with two of the four outside directors of T-3 and they were supportive of a transaction comprised of both stock and cash consideration. Mr. Krablin requested that Mr. Wallace prepare a non-binding letter of intent, indicating a price or price range that would be mutually beneficial to both companies’ shareholders, which could be presented by Mr. Krablin to the T-3 Board of Directors.

 

On January 3, 2010, Mr. Krablin informed the full T-3 Board of Directors of the potential strategic transaction and provided information regarding the status of the due diligence process.

 

On January 5 and 6, 2010, the Board of Directors of Robbins & Myers held its regularly scheduled quarterly Board meeting. At that meeting, Messrs. Wallace, Hix and Rahimian presented information about T-3 to the Robbins & Myers Board of Directors. The executives reviewed T-3’s business, financial history and trends and discussed the impact of the possible transaction on Robbins & Myers and its shareholders. They stated that, based on their initial assessment, T-3 appeared to be highly complementary to Robbins & Myers’ Fluid Management Group; however, they also indicated that additional verification of synergies and due diligence needed to be performed. After consideration of the possible benefits of the business combination, the Board of Directors authorized management to continue discussions with T-3.

On January 13, 2010, Mr. Wallace and other members of Robbins & Myers’ management team met with Mr. Krablin and other members of T-3’s management team, and representatives of UBS (via teleconference) and Simmons, to conduct a preliminary, high level assessment of the strategic fit between the companies and synergy opportunities. T-3 also provided to Robbins & Myers initial due diligence materials requested by Robbins & Myers.

 

On January 14, 2010, Messrs. Wallace and Rahimian and Hix toured T-3’s facilities in the Houston, Texas area. They were accompanied by Keith A. Klopfenstein, T-3’s Senior Vice President — Pressure Control Group.

 

On January 20, 2010, Mr. Wallace contacted Mr. Krablin to schedule visits to T-3’s facilities in Houma, Louisiana and Houston, Texas. Mr. Wallace reported that, based upon its preliminary review, Robbins & Myers thought that a valuation of T-3 at close to $30.00 per share of T-3 Common Stock was reasonable.

 

On January 25, 2010, Mr. Krablin contacted Mr. Wallace to ask that Robbins & Myers provide a non-binding written indication of interest outlining proposed transaction terms, a description of any conditions to closing, the anticipated timing to signing of a definitive agreement and the transaction closing, and any additional information that Robbins & Myers would think helpful to the T-3 Board of Directors to evaluate a possible transaction. Mr. Wallace responded that he would contact the members of the Robbins & Myers Board of Directors to make certain they were in agreement with this approach and, if so, he would meet with Robbins & Myers’ legal and financial advisors and begin work on a preliminary non-binding term sheet. Mr. Wallace then discussed Mr. Krablin’s request with the members of the Robbins & Myers Board of Directors, who authorized Mr. Wallace to proceed.

 

Messrs. Wallace and Rahimian toured T-3’s facilities in Houma, Louisiana on January 28, 2010. These site visits were attended by Mr. Klopfenstein and members of T-3’s local management.

 

Also on January 28, 2010, Mr. Wallace delivered to Mr. Krablin a preliminary non-binding term sheet describing a proposed transaction in which Robbins & Myers would acquire all of the outstanding T-3 Common Stock, with T-3 stockholders receiving a combination of cash and Robbins & Myers Common Shares that would fix the value of each share of T-3 Common Stock at an amount equal to the value of 1.13 Robbins & Myers Common Shares. Under this formula, based upon the closing price of Robbins & Myers Common Shares on January 27, 2010, stockholders of T-3 would receive consideration valued at $26.32 for each of their shares of T-3 Common Stock, with the consideration being paid 80% in Common Shares of Robbins & Myers and 20% in cash. The preliminary non-binding term sheet also included, among other things, a no shop/no talk provision, a break-up fee payable by T-3 in certain circumstances, and a proposed timeline to signing a merger agreement.

 

Mr. Krablin provided the T-3 Board of Directors and Simmons with a copy of the correspondence and had discussions with Thomas B. Bates, Jr., T-3’s lead director, about the Robbins & Myers proposal. The following day, Mr. Krablin reported to Mr. Wallace that T-3 viewed the offer as inadequate.

 

On January 29, 2010, Mr. Wallace updated the Robbins & Myers Board of Directors on the status of the transaction. He reported that, after consultation with Thomas P. Loftis, Chairman of the Robbins & Myers Board of Directors, a preliminary non-binding term sheet had been delivered to T-3 and that T-3’s initial reaction was that the implied exchange ratio was insufficient. Mr. Wallace provided the Robbins & Myers Board of Directors with a copy of the draft term sheet and materials outlining recent activities, including high-level due diligence, identified potential synergies, analyses of certain financial aspects of a possible transaction, including T-3’s projections, and proposed next steps.

 

Between January 29, 2010 and February 2, 2010, Messrs. Krablin and Wallace further discussed the appropriate implied exchange ratio, based on discussions with their respective financial advisors, and Mr. Krablin informed Mr. Wallace that the T-3 Board of Directors would not agree to a transaction which fixed the value of each share of T-3 Common Stock at 1.13 Common Shares of Robbins & Myers. Thereafter, Mr. Wallace updated the Robbins & Myers Board of Directors on the discussion. At Robbins & Myers’ request, UBS further reviewed the financial aspects of the transaction with T-3. Based on the contribution of both companies, the Robbins & Myers Board of Directors determined that a value of 1.20 Robbins & Myers

Common Shares for each share of T-3 Common Stock could be supported. Mr. Wallace then informed Mr. Krablin that Robbins & Myers would increase the implied exchange ratio from 1.13 to 1.20.

 

On February 2, 2010, the T-3 Board of Directors held a special telephonic meeting attended by members of the Board, as well as members of management and representatives of Simmons and Vinson & Elkins L.L.P., outside counsel to T-3 (“Vinson & Elkins”). At the meeting, Mr. Krablin advised the Board on the principal financial and other terms of the transaction and noted that Robbins & Myers had increased its implied exchange ratio from 1.13 to 1.20 Common Shares of Robbins & Myers for each share of T-3 Common Stock. Representatives of Simmons reviewed the financial terms of the transaction and its financial analyses with respect to the proposed transaction. Vinson & Elkins then advised the T-3 Board of Directors of its fiduciary duties in considering Robbins & Myers’ proposal. The T-3 Board of Directors instructed T-3’s management to continue its due diligence efforts and negotiate agreement terms with Robbins & Myers. The T-3 Board of Directors also determined that Mr. Bates, in his role as lead director, would provide a liaison with management regarding the proposed transaction.

 

On February 4, 2010, Mr. Krablin met with Mr. Bates to provide an update on the diligence process and preliminary synergies analyses.

 

On February 5, 2010, Mr. James M. Mitchell, Senior Vice President and Chief Financial Officer of T-3, Richard M. Safier, General Counsel of T-3, and a representative of Simmons met at Robbins & Myers’ corporate offices with Mr. Hix and Linn S. Harson, General Counsel of Robbins & Myers who is also a partner in Thompson Hine LLP, outside counsel to Robbins & Myers (“Thompson Hine”). At this meeting, these executives discussed certain contractual provisions of the agreement, the manner and extent of due diligence that each side planned to conduct and the logistics of finalizing a negotiated agreement.

 

Later on February 5, 2010, Robbins & Myers Board of Directors held a special meeting to discuss the transaction, including whether to propose an increase in the consideration offered by Robbins & Myers. In addition to the directors of Robbins & Myers, Messrs. Hix and Rahimian and Ms. Harson attended the meeting, and representatives of UBS attended part of the meeting. The representatives of UBS reviewed and discussed the status of due diligence, initial pre-tax synergies identified by management, certain financial aspects of a proposed transaction, including review of T-3’s projections, and certain provisions of the preliminary non-binding term sheet. Representatives of UBS also discussed, at management’s request, the financial aspects of increasing the consideration payable for T-3 to a value equal to 1.20 Robbins & Myers Common Shares for each share of T-3 Common Stock. Robbins & Myers Board of Directors discussed the proposed consideration payable to T-3 stockholders at length and authorized management to continue discussions with T-3 based on a fixed valuation for each share of T-3 Common Stock equal to 1.20 Robbins & Myers Common Shares. The Board also directed that the term sheet include a mechanism (commonly referred to as a “collar”) that would modify this fixed valuation if the ratio of closing prices of T-3 Common Stock to Robbins & Myers Common Shares on the day prior to the execution of a definitive merger agreement fell below or above a prescribed range.

 

T-3 provided updated financial information to Robbins & Myers on February 8, 2010, including revised projections. Also on February 8, 2010, Messrs. Krablin and Bates visited the Robbins & Myers Fluid Management Group’s headquarters in Willis, Texas to tour the facility, conduct further diligence and discuss synergies with Mr. Rahimian. Also on that date, at Robbins & Myers’ request, UBS delivered a revised preliminary non-binding term sheet to Simmons, which included a collar that provided no less than a 10%, or more than a 20%, premium to T-3 stockholders, a break-up fee payable by T-3 in certain circumstances and a break-up fee payable by Robbins & Myers in certain circumstances.

 

On February 9, 2010, Mr. Krablin notified Mr. Wallace that T-3 would not accept a collar or the break-up provisions and that T-3’s due diligence efforts were on hold pending a further discussion of the revised term sheet. After consultation with members of the Robbins & Myers Board of Directors, on February 11, 2010, Mr. Wallace reported to Mr. Krablin that, after further review, while a fixed valuation for each share of T-3 Common Stock at 1.20 Robbins & Myers Common Shares was on the high end of Robbins & Myers’ estimates of the value of T-3, Robbins & Myers could support that valuation and that Robbins & Myers would not insist on a collar. Mr. Wallace suggested a meeting with T-3 to better understand T-3’s projections.

Mr. Krablin emphasized the need to have break up fees that were appropriate to each of Robbins & Myers and T-3.

 

On February 13, 2010, Mr. Wallace updated the Robbins & Myers Board of Directors on the status of the transaction.

 

On February 15, 2010, representatives from UBS and Simmons discussed the latest draft of the preliminary non-binding term sheet. After discussion with Robbins & Myers’ management and legal advisors, later that day, at management’s request, representatives of UBS sent a revised draft of the preliminary non-binding term sheet to Simmons which contained a fixed, implied exchange ratio of 1.20 Common Shares of Robbins & Myers per share of T-3 Common Stock and mutual termination fees equal to $12 million. In a call between Mr. Krablin and Mr. Wallace, the parties agreed to continue with due diligence and that future negotiations would be based on drafts of definitive documentation. Robbins & Myers agreed to prepare the initial draft of the merger agreement.

 

On February 18, 2010, Mr. Wallace further updated the Robbins & Myers Board of Directors on the status of the transaction and provided to each member of the Board the then most recent version of the preliminary non-binding term sheet.

 

On February 22, 2010, Mr. Wallace and other members of the Robbins & Myers management team, Mr. Krablin and other members of the T-3 management team, and representatives of UBS and Simmons participated in a due diligence call to review and discuss T-3’s financial projections.

 

On February 24, 2010, Robbins & Myers and T-3 each allowed the other access to its website data rooms for more thorough due diligence reviews. On March 4, 2010, a representative of Company A, an oil and gas equipment and services company, initiated discussions with Mr. Krablin regarding a strategic combination of that company and T-3 and began an extensive diligence review of T-3’s business.

 

On March 5, 2010, Robbins & Myers provided to T-3 the first draft of a proposed merger agreement. Due diligence reviews and discussions and negotiations concerning the proposed merger agreement continued throughout March.

 

Also in March 2010, T-3 advised Robbins & Myers that as a condition to any transaction, T-3 would require M.H.M. & Co., Ltd., the owner of approximately 16.8% of the outstanding Robbins & Myers Common Shares, to enter into a voting agreement that obligated M.H.M. to vote its shares in favor of the transaction. Mr. Loftis is the sole owner of Loftis Investments, LLC. M.H.M. is an Ohio general partnership of which Maynard H. Murch Co., Inc. is the managing general partner and Loftis Investments is a general partner. Partnership decisions with respect to voting and disposition of Robbins & Myers’ Common Shares are made by Maynard H. Murch Co., Inc.

 

On March 15, 2010, after an intense and comprehensive due diligence review, Company A indicated to Mr. Krablin that the company was no longer interested in pursuing a strategic transaction with T-3.

 

On March 20, 2010, Messrs. Hix and Mitchell and representatives from UBS and Simmons participated in a due diligence call to review and discuss Robbins & Myers’ and T-3’s respective financial projections.

 

On March 22, 2010, senior management of Robbins & Myers and attorneys from Thompson Hine held a conference call with senior management of T-3 and attorneys from Vinson & Elkins to negotiate various provisions of the merger agreement.

 

On March 22, 23 and 24, 2010, the Robbins & Myers Board of Directors held its regularly scheduled quarterly Board meeting. At that meeting, Mr. Wallace updated the directors on the status of the transaction. He reviewed the remaining open issues with respect to the proposed merger agreement, due diligence findings and open due diligence matters, and steps to be taken to sign the merger agreement. Among other things, the Board discussed the proposed management of the combined company.

 

On March 24, 2010, Robbins & Myers released its results for the quarter ended February 28, 2010.

On March 26, 2010, Mr. Wallace and Mr. Krablin discussed open issues on the draft merger agreement. On that same day, Messrs. Hix and Mitchell discussed preliminary results for T-3’s first quarter of 2010.

 

In late March, the parties discussed transaction timing and it was agreed between Messrs. Wallace and Krablin that the proposed merger agreement could not be finalized and executed until after the release of T-3 earnings for the first quarter of 2010. The parties agreed to continue with their due diligence reviews and finalize the documents in the interim.

 

On April 7, 2010, Mr. Krablin advised Mr. Wallace that T-3’s earnings for the first quarter of 2010 were stronger than expected. On April 13, 2010, Mr. Wallace updated the Robbins & Myers Board of Directors and then contacted Mr. Krablin and indicated that Robbins & Myers would like to proceed quickly towards the execution of a definitive merger agreement.

 

On April 14, T-3 advised Robbins & Myers that, in light of T-3’s estimated first quarter earnings, the implied exchange ratio of 1.20 Robbins & Myers Common Shares for each share of T-3 Common Stock would need to be increased.

 

On April 15, 2010, Messrs. Wallace and Krablin discussed the premium payable to T-3 stockholders implicit in the 1.20 exchange ratio based on then current share prices.

 

On April 16, 2010, Messrs. Wallace and Krablin discussed timing of the transaction given the respective share prices of the two companies, and Mr. Wallace updated the Robbins & Myers Board of Directors on the status of the transaction.

 

On April 17 through 20, both sides continued to complete their respective due diligence reviews and the proposed merger agreement.

 

On April 21, 2010, at T-3’s request, Robbins & Myers provided T-3 with additional information regarding Robbins & Myers’ financial projections.

 

On April 21, 2010, the T-3 Board of Directors held a special telephonic meeting attended by members of the Board (either in person or telephonically), as well as members of management and representatives of Simmons and Vinson & Elkins. At the meeting, representatives of Simmons reviewed the financial terms and its financial analyses with respect to the proposed transaction. Vinson & Elkins then reminded the T-3 Board of Directors of its fiduciary duties in considering the proposed transaction and reviewed for the T-3 Board of Directors the terms and conditions of the draft merger agreement. A discussion then ensued in which the directors inquired about various aspects of the draft merger agreement. Members of the T-3 Board of Directors then discussed the strategic rationale of the transaction in light of other potential alternatives, including remaining an independent company. The members of the T-3 Board of Directors also discussed uncertainties related to the transaction, including the forecasts for Robbins & Myers’ business prepared by Robbins & Myers’ management team and the projections related to certain of Robbins & Myers’ segments. The T-3 Board of Directors also solicited the views of management, including Mr. Krablin, who each expressed reservations regarding entering into the transaction on the proposed terms given the available information. After a lengthy discussion, the T-3 Board of Directors instructed Mr. Krablin to contact Mr. Wallace and inform him that the T-3 Board of Directors had determined that T-3 was not prepared to engage in a business combination transaction with Robbins & Myers at that time.

 

Following that meeting, Mr. Krablin informed Mr. Wallace that the T-3 Board of Directors rejected Robbins & Myers’ offer because of, among other things, the inadequacy of the implied exchange ratio. Messrs. Wallace and Krablin agreed to stay in contact to see if a transaction could still be completed.

 

Between April 21, 2010 and September 4, 2010, while the companies independently pursued business and other priorities, T-3’s management and Mr. Bates held a series of discussions with third parties to gauge interest in strategic transactions with T-3. None of these inquiries led to discussions that were pursued regarding potential strategic transactions.

 

On June 9, 2010, Messrs. Wallace, Hix and Rahimian met with Messrs. Krablin, Mitchell and Bates in Fort Worth, Texas to provide an update on the performance of each of the companies, to discuss more detailed

financial information and forecasts related to Robbins & Myers’ individual business segments than had previously been presented to T-3 and to consider issues to be resolved if a transaction were to move forward.

 

In July 2010, Mr. Wallace contacted Mr. Krablin for further discussions as to the value of the merger consideration that would be acceptable to the T-3 Board of Directors. During those discussions, Mr. Krablin communicated that merger consideration of less than $30.00 per share of T-3 Common Stock would likely not be acceptable. Updated financial information and projections for both companies were also exchanged. On August 20, Mr. Wallace spoke by telephone with Mr. Bates regarding the possible merger consideration.

 

On September 4, 2010, Mr. Wallace contacted Mr. Krablin to inquire as to whether T-3 was interested in re-exploring the possibility of a strategic combination of Robbins & Myers and T-3.

 

On September 8, 2010, Messrs. Wallace, Hix and Rahimian met with Messrs. Krablin and Mitchell in T-3’s offices to discuss the possibility of reconsidering a strategic transaction. The meeting concluded with Mr. Krablin stating that given the current relative market prices of T-3 Common Stock and Robbins & Myers Common Shares, a fixed valuation for each share of T-3 Common Stock in an amount equal to 1.20 Robbins & Myers Common Shares would not likely be sufficient.

 

On September 9, 2010, Mr. Wallace contacted Mr. Bates to discuss whether any proposed modifications to the deal structure could be made that would make the transaction appealing to T-3. Mr. Bates confirmed that the consideration would need to be above $30.00 per share of T-3 Common Stock, more precisely, in the low $30.00’s, and he expressed a preference for the consideration to be paid 80% in Robbins & Myers Common Shares and 20% in cash so that T-3 stockholders could benefit from the share ownership after the closing.

 

On September 21, 2010, UBS, at the request of the Robbins & Myers Board of Directors, through communications with Simmons, indicated that Robbins & Myers was prepared to revise its offer to continue to include an implied exchange ratio of 1.20 Common Shares of Robbins & Myers for each share of T-3 Common Stock, but with a minimum of $31.00 for each share of T-3 Common Stock (commonly referred to as a “floor”). This floor would be effective until signing of a definitive merger agreement, at which point the cash and ratio of Robbins & Myers Common Shares to be exchanged for each share of T-3 Common Stock would be fixed. On September 22, 2010, Mr. Wallace contacted Mr. Krablin and confirmed this proposal. Mr. Krablin then notified the members of the T-3 Board of Directors that Robbins & Myers had expressed a renewed interest in a strategic transaction with T-3 and submitted the revised proposal.

 

On September 24, 2010, the T-3 Board of Directors held a special meeting attended by members of the Board (either in person or telephonically), as well as representatives of Simmons. At the meeting, the members of the T-3 Board of Directors discussed the revised proposal with management. After a lengthy discussion, including advice from Simmons, the T-3 Board of Directors determined that Messrs. Bates and Krablin should pursue discussions with Robbins & Myers regarding a possible business combination and instructed Mr. Krablin to negotiate with Robbins & Myers to increase the implied per share floor amount above $31.00 for each share of T-3 Common Stock. The T-3 Board of Directors also authorized Simmons to pursue discussions with Robbins & Myers’ financial advisors regarding a possible business combination.

 

On September 25, 2010, Mr. Wallace informed Mr. Krablin that Robbins & Myers was now proposing a per share price of $31.00 in aggregate merger consideration, payable 80% in stock and 20% in cash.

 

On September 28, 2010, Robbins & Myers and T-3 entered into an amendment to the confidentiality agreement dated December 21, 2009, extending its term. Also on September 28, 2010, Vinson & Elkins delivered to Thompson Hine revised drafts of the proposed merger agreement and voting agreement with MHM and the parties recommenced due diligence.

 

Between September 28, 2010 and continuing until the execution of the Merger Agreement on October 6, 2010, each party and its advisors conducted extensive due diligence with respect to the other party. In addition, during this time period, Vinson & Elkins and Thompson Hine exchanged multiple drafts of and finalized the proposed merger agreement, voting agreement and related documents.

On September 29, 2010, Messrs. Wallace, Hix and Rahimian met at Thompson Hine’s offices in Dayton, Ohio, with Messrs. Krablin, Mitchell and Klopfenstein as well as representatives of UBS and Simmons, to discuss revised forecasts related to the respective businesses, including detailed information related to Robbins & Myers individual segments. The forecasts provided by Robbins & Myers included segment details that implied an improved business outlook. The parties also discussed legal due diligence and updated the proposed merger agreement.

 

Following the discussions on September 29, 2010, Mr. Wallace contacted Mr. Krablin on September 30 and told Mr. Krablin that the value per share of T-3 Common Stock that Robbins & Myers would be willing to pay would be a maximum of $31.00 per share of T-3 Common Stock.

 

On October 4, 2010, beginning at 4:00 p.m. CDT, the T-3 Board of Directors held a special meeting attended by members of the Board (either in person or telephonically), as well as members of management and representatives of Simmons and Vinson & Elkins. At the meeting, Mr. Krablin updated the Board on the principal financial and other terms of the transaction and the recent improved financial performance of Robbins & Myers and discussed the history of the negotiations commencing with the initial written proposal on January 28, 2010. He also discussed his view of the principal benefits to T-3 and its stockholders of the combination. Representatives of Simmons reviewed an updated version of the financial terms of the transaction and its financial analyses with respect to the proposed transaction based on the change in the implied exchange ratio to 1.195 Common Shares of Robbins & Myers per share of T-3 Common Stock ($6.20 in cash and 0.956 Robbins & Myers Common Shares for each share of T-3 Common Stock based on closing prices as of October 4, 2010). Vinson & Elkins then reviewed with the T-3 Board of Directors their fiduciary duties and the application of those duties in the context of the proposed transaction. Vinson & Elkins noted that it had advised the directors on these duties on numerous prior occasions and provided the T-3 Board of Directors with the opportunity to ask any questions regarding their duties, which Vinson & Elkins answered during an ensuing discussion. Vinson & Elkins also advised the T-3 Board of Directors of the key terms and provisions of the draft merger agreement. Members of T-3 management and Vinson & Elkins then discussed with the T-3 Board of Directors the results of the due diligence review undertaken by T-3 regarding Robbins & Myers, during which time members of the T-3 Board of Directors asked questions regarding the various legal and business risks of the proposed transaction, to which management and Vinson & Elkins responded. The T-3 Board of Directors also discussed the financial interests of the T-3 directors and officers in the merger which are described under the section entitled “Financial Interests of T-3 Directors and Officers in the Merger” beginning on page 66.

 

The T-3 Board of Directors and management, with input from representatives of Simmons and Vinson & Elkins when requested, engaged in a thorough and deliberate discussion, and considered all relevant facts and circumstances known by management and the T-3 Board of Directors involving the possible business combination with Robbins & Myers, including a discussion of other strategic industry opportunities and the risks posed by the transaction. At the prevailing trading price of the two companies’ shares, at an implied $31.00 per T-3 share value, the implied exchange ratio was 1.195. However, because Robbins & Myers desired to set the final consideration based on the closing price of the companies’ respective shares on the following day, the T-3 Board of Directors unanimously agreed that it was in the best interest of T-3 and its stockholders to withhold from making a decision on the current proposal and agreed to schedule another special Board meeting for Tuesday, October 5, 2010.

 

On October 5, 2010, at Robbins & Myers regularly scheduled quarterly Board of Directors meeting, representatives of UBS reviewed certain financial aspects of the transaction based on $31.00 per share of T-3 Common Stock to be paid 80% in Robbins & Myers Common Shares and 20% in cash. Ms. Harson reviewed the material terms of the proposed merger agreement, as well as the fiduciary duties of the Robbins & Myers Board of Directors. She then reviewed the scope and findings of legal due diligence. At this meeting, the Robbins & Myers Board of Directors discussed the proposed merger and Ms. Harson and representatives of UBS responded to questions from Board members.

 

On October 5, 2010, T-3 Common Stock closed at $27.15 per share and Robbins & Myers Common Shares closed at $26.68 per share.

On October 5, 2010 beginning at 4:00 p.m. CDT, the T-3 Board of Directors held a special telephonic meeting attended by members of the Board (either in person or telephonically), as well as members of management and representatives of Simmons and Vinson & Elkins. At the meeting, representatives of Simmons updated the Board on the impact that the increases in the prices of both companies’ shares that day had on the implied exchange ratio. Representatives of Simmons then reviewed an updated version of the financial terms of the transaction and its financial analyses with respect to the proposed transaction based on the change in the implied exchange ratio to 1.162 Common Shares of Robbins & Myers per share of T-3 Common Stock. Members of the T-3 Board of Directors discussed the merger consideration being offered and determined that the decline in the implied exchange ratio due to a one-day increase in the trading value of Robbins & Myers stock was not justifiable. The Board instructed Mr. Krablin to contact Mr. Wallace and inform him that while the Board was interested in the transaction, it was unprepared to do so at the implied exchange ratio.

 

At the Board’s instruction, Mr. Krablin contacted Mr. Wallace and informed him that the T-3 Board of Directors was interested in the transaction if the consideration were $6.20 in cash and 0.96 Robbins & Myers Common Shares. The cash portion was equal to 20% multiplied by the $31.00 per share price that Robbins & Myers proposed and the stock consideration of $25.62 was calculated by multiplying 80% by 1.20 times the Robbins & Myers closing share price of $26.68 on October 5, 2010. Mr. Wallace advised that he could discuss the consideration with the Robbins & Myers Board and respond to Mr. Krablin shortly.

 

The T-3 Board of Directors then reconvened its special meeting and Vinson & Elkins reminded the T-3 Board of Directors of its fiduciary duties and informed the Board that the terms of the draft merger agreement were substantively unchanged from the previous day other than the merger consideration amount. After receiving Mr. Krablin’s communication regarding the T-3 Board of Directors’ proposal on consideration, the Robbins & Myers Board of Directors, which was still in its regularly scheduled quarterly meeting, then considered that proposal. Among other things, the Board discussed with representatives of UBS and Robbins & Myers’ management that, if additional consideration were agreed to, increasing the cash portion of the total consideration would allow for the transaction to be more accretive to Robbins & Myers shareholders. Robbins & Myers Board of Directors authorized management to discuss with T-3 a counter-offer of $31.80 per share of T-3 Common Stock, to be paid 25% cash and 75% in Robbins & Myers Common Shares ($7.95 in cash and 0.894 Robbins & Myers Common Shares for each share of T-3 Common Stock).

 

Shortly thereafter, Mr. Wallace called Mr. Krablin and presented two alternatives: $6.30 cash and 0.9445 Common Shares of Robbins & Myers (an implied exchange ratio of 1.181 and an implied per share value of $31.50) or $7.95 cash and 0.894 Common Shares of Robbins & Myers (an implied exchange ratio of 1.192 and an implied per share value of $31.80).

 

Mr. Krablin then advised the T-3 Board of Directors of his telephone conversation with Mr. Wallace. After a lengthy deliberation, including advice from Simmons, the T-3 Board of Directors determined that it preferred the latter option of $7.95 cash and 0.894 Common Shares of Robbins & Myers. Simmons delivered its oral opinion, which was subsequently confirmed in writing, to the effect that, as of the date of the opinion and based upon and subject to the factors, limitations and assumptions set forth therein, the aggregate of $7.95 in cash and 0.894 Common Shares of Robbins & Myers to be received by the T-3 stockholders was fair, from a financial point of view, to such holders. See the section entitled “Opinion of T-3’s Financial Advisor” beginning on page 53.

 

After due consideration and further discussion, the T-3 Board of Directors determined that the Merger Agreement and the transactions contemplated by it are advisable and in the best interests of T-3 and its stockholders, and each of the T-3 directors voted to approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

 

On October 6, 2010, prior to the market opening, the Robbins & Myers Board of Directors met to review the transaction based on consideration of $31.80 per share of T-3 Common Stock paid 25% in cash and 75% in Common Shares of Robbins & Myers. Ms. Harson and representatives of UBS also attended the meeting. Representatives of UBS reviewed with the Board certain financial analyses, as described below in the section titled “Opinion of Robbins & Myers’ Financial Advisor” beginning on page 41, and rendered its oral opinion

to the Board of Directors of Robbins & Myers, which was subsequently confirmed in writing by delivery of UBS’ written opinion dated October 6, 2010, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its opinion, the consideration to be paid by Robbins & Myers in the merger was fair, from a financial point of view, to Robbins & Myers. Following further discussions with representatives of UBS and deliberation, the Robbins & Myers Board of Directors unanimously approved the transaction.

 

Following the conclusion of the special meeting of the Robbins & Myers Board of Directors, the Merger Agreement was finalized and executed by Robbins & Myers and T-3 that morning.

 

On October 6, 2010, before the commencement of trading on the NYSE and the NASDAQ, senior management of Robbins & Myers and T-3 issued a joint press release announcing the transaction. Later that day, Robbins & Myers and T-3 held a joint conference call. Various communications and the Merger Agreement were filed with the SEC on October 6, 2010 and thereafter.

 

At a special meeting held on October 6, 2010, the Robbins & Myers Board of Directors unanimously determined that the merger and the other transactions contemplated by the Merger Agreement, including the issuance of Robbins & Myers Common Shares in the merger, are advisable and in the best interests of Robbins & Myers and its shareholders. Accordingly, the Robbins & Myers Board of Directors unanimously recommends that the Robbins & Myers shareholders vote “FOR” the proposal to issue Robbins & Myers Common Shares in the merger and to approve the merger and the other transactions contemplated by the Merger Agreement. In reaching these determinations, the Robbins & Myers Board of Directors consulted with Robbins & Myers’ management and its legal, financial and other advisors, and also considered numerous factors, including the following factors which the Robbins & Myers Board of Directors viewed as supporting its decisions:

 

 

 

 

In addition to considering the factors described above, the Robbins & Myers Board of Directors also considered the following factors:

 

 

 

 

The Robbins & Myers Board of Directors weighed the foregoing against a number of potentially negative factors, including:

 

 

 

 

 

 

 

This discussion of the information and factors considered by the Robbins & Myers Board of Directors includes the principal positive and negative factors considered by the Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the Board of Directors of Robbins & Myers. In view of the wide variety of factors considered in connection with its evaluation of the merger and the other transactions contemplated in connection with the merger, and the complexity of these matters, the Robbins & Myers Board of Directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger and the other transactions contemplated in connection with the merger and to make its recommendations to Robbins & Myers shareholders. Rather, the Board of Directors of Robbins & Myers viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Robbins & Myers Board of Directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Robbins & Myers Board of Directors and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 20.

 

Pursuant to an engagement letter dated March 16, 2010, UBS acted as Robbins & Myers’ financial advisor in connection with the merger. On October 6, 2010, at a meeting of the Board of Directors of Robbins & Myers held to evaluate the proposed merger, UBS delivered to the Board of Directors of Robbins & Myers an oral opinion, which opinion was subsequently confirmed by delivery of a written opinion dated October 6, 2010, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its opinion, the consideration to be paid by Robbins & Myers in the merger was fair, from a financial point of view, to Robbins & Myers.

 

The full text of UBS’ opinion sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. This opinion is attached as Annex B and is incorporated into this joint proxy statement/prospectus by reference. UBS’ opinion was provided for the benefit of the Board of Directors of Robbins & Myers, in its capacity as such, in connection with, and for the purpose of, its evaluation of the consideration to be paid by Robbins & Myers in the merger from a financial point of view and did not address any other aspect of the merger. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available to Robbins & Myers or Robbins & Myers’ underlying business decision to effect the merger or any related transaction. The opinion does not constitute a recommendation to any shareholder as to how the shareholder should vote or act with respect to the merger or any related transaction. The following summary of UBS’ opinion is qualified in its entirety by reference to the full text of UBS’ opinion.

 

In arriving at its opinion, UBS, among other things:

 

 

 

In connection with its review, with the consent of the Board of Directors of Robbins & Myers, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of its opinion. In addition, with the consent of the Board of Directors of Robbins & Myers, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of T-3 or Robbins & Myers, nor was UBS furnished with any such evaluation or appraisal. With respect to the financial forecasts, estimates, synergies and pro forma effects referred to above, UBS assumed, at the direction of the Board of Directors of Robbins & Myers, that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Robbins & Myers as to the future financial performance of T-3 and Robbins & Myers and such synergies and pro forma effects. In addition, UBS assumed, with the approval of the Board of Directors of Robbins & Myers, that the financial forecasts and estimates, including synergies, referred to above would be achieved at the times and in the amounts projected. UBS also assumed, with the consent of the Board of Directors of Robbins & Myers, that the merger would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. UBS’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

 

At the direction of the Board of Directors of Robbins & Myers, UBS was not asked to, and it did not, offer any opinion as to the terms, other than the consideration to the extent expressly specified in UBS’ opinion, of the Merger Agreement or any related documents or the form of the merger or any related transaction. In addition, UBS expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the consideration to be paid by Robbins & Myers in the merger. UBS expressed no opinion as to what the value of Robbins & Myers Common Shares would be when issued pursuant to the

merger or the prices at which T-3 Common Stock or Robbins & Myers Common Shares would trade at any time. In rendering its opinion, UBS assumed, with the consent of the Board of Directors of Robbins & Myers, that (i) the final executed form of the Merger Agreement would not differ in any material respect from the draft that UBS reviewed, (ii) the parties to the Merger Agreement would comply with all material terms of the Merger Agreement and (iii) the merger would be consummated in accordance with the terms of the Merger Agreement without any adverse waiver or amendment of any material term or condition of the Merger Agreement. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any material adverse effect on T-3, Robbins & Myers or the merger. Except as described above, Robbins & Myers imposed no other instructions or limitations on UBS with respect to the investigation made or the procedures followed by UBS in rendering its opinion. The issuance of UBS’ opinion was approved by an authorized committee of UBS.

 

In connection with rendering its opinion to the Board of Directors of Robbins & Myers, UBS performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by UBS in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected companies analysis and the selected transactions analysis summarized below, no company or transaction used as a comparison was identical to T-3, Robbins & Myers or the merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

 

UBS believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying UBS’ analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole.

 

The estimates of the future performance of T-3 and Robbins & Myers provided by management of Robbins & Myers in or underlying UBS’ analyses are not necessarily indicative of actual future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of T-3 and Robbins & Myers. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold or acquired.

 

The merger consideration was determined through negotiation between T-3 and Robbins & Myers and the decision by Robbins & Myers to enter into the merger was solely that of the Board of Directors of Robbins & Myers. UBS’ opinion and financial analyses were only one of many factors considered by the Board of Directors of Robbins & Myers in its evaluation of the merger and the consideration to be paid by Robbins & Myers in the merger and should not be viewed as determinative of the views of the Board of Directors of Robbins & Myers or Robbins & Myers’ management with respect to the merger or the consideration to be paid by Robbins & Myers in the merger.

 

The following is a brief summary of the material financial analyses performed by UBS and reviewed with the Board of Directors of Robbins & Myers on October 6, 2010 in connection with its opinion relating to the proposed merger. The financial analyses summarized below include information presented in tabular format. In order for UBS’ financial analyses to be fully understood the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS’ financial analyses. For the purposes of the Financial Analyses described below, the term “Offer Price” is used to refer to the implied value of the consideration offered by Robbins & Myers in the merger of $31.80

per share of T-3 Common Stock, calculated as 0.894 Robbins & Myers Common Shares, which closed on October 5, 2010 at a price per share of $26.68, plus $7.95 per share in cash.

 

Financial Analyses

 

Selected Companies Analysis for T-3

 

UBS compared selected financial and stock market data of T-3 with corresponding data of the following six U.S. publicly traded companies primarily focused on oilfield services:

 

 

UBS reviewed, among other things, the enterprise values of the selected oilfield services companies, calculated as diluted equity market value based on closing stock prices on October 5, 2010 plus debt at book value, preferred stock at liquidation value and minority interests at book value, less cash and cash equivalents, referred to as “enterprise value,” as multiples of calendar years 2010 and 2011 estimated revenue and estimated earnings before interest, taxes, depreciation and amortization, referred to as “EBITDA.” UBS also reviewed the closing stock prices of the selected oilfield services companies on October 5, 2010 as a multiple of calendar years 2010 and 2011 estimated earnings per share, referred to as “EPS.” UBS then compared these multiples derived for the selected oilfield services companies with corresponding multiples implied for T-3 based both on the closing price of T-3 Common Stock on October 5, 2010 and on the Offer Price. Estimated and other financial data for the selected oilfield services companies were based on publicly available research analysts’ consensus estimates, referred to as “Consensus Estimates,” public filings and other publicly available information. Estimated and other financial data for T-3 were based on internal estimates of Robbins & Myers’ management, referred to as “Management T-3 Estimates,” and Consensus Estimates. This analysis indicated the following implied low, mean, median and high multiples for the selected oilfield services companies, as compared to corresponding multiples implied for T-3: