ABB Ltd (NYSE: ABB), the leading power and automation technology
group, and Baldor Electric Company (NYSE: BEZ), a North-American
leader in industrial motors, announced today that ABB’s subsidiary
Brock Acquisition Corporation has extended for a second time the
expiration date for its tender offer for all of the outstanding
shares of common stock of Baldor at a price of $63.50 per share net
to the holder in cash, without interest and less any required
withholding taxes, until 5:00 p.m., New York City time, on Tuesday,
January 25, 2011. The offer had previously been scheduled to expire
on January 19, 2011.
As previously announced on December 21, 2010, the Antitrust
Division of the United States Department of Justice (DOJ) issued
requests for additional information and documentary material
(“Second Request”) in connection with its review of the
transaction. ABB and Baldor believe the DOJ will conclude its
review and clear the transaction shortly. The closing conditions
relating to all other regulatory approvals, including non-US
antitrust clearances and clearance from the Committee on Foreign
Investment in the United States (CFIUS) have already been
satisfied. Subject to satisfaction of all other closing conditions
to the transaction, ABB and Baldor expect to close the transaction
shortly after the expiration of the tender offer.
The offer is being made subject to and in accordance with the
terms and conditions of the merger agreement entered into between
ABB and Baldor as of November 29, 2010.
At the close of business on January 19, 2011, a total of
approximately 42,146,603 shares of common stock of Baldor, which
represents 88.8% of the 47,454,113 outstanding shares, have been
tendered and not withdrawn pursuant to the tender offer.
ABB (www.abb.com ) is a leader in power and automation
technologies that enable utility and industry customers to improve
their performance while lowering environmental impact. The ABB
Group of companies operates in around 100 countries and employs
about 117,000 people.
Baldor markets, designs and manufactures industrial electric
motors, mechanical power transmission products, drives and
generators. Baldor employs approximately 7,000 people and is
headquartered in Fort Smith, Arkansas, USA.
ABB Forward-Looking Statement
This press release contains “forward-looking statements”
relating to the acquisition of Baldor by ABB. Such forward-looking
statements are based on current expectations and involve inherent
risks and uncertainties, including factors that could delay, divert
or change any of them, and could cause actual outcomes and results
to differ materially from current expectations. No forward-looking
statement can be guaranteed. Among other risks, there can be no
guarantee that the acquisition will be completed, or if it is
completed, that it will close within the anticipated time period or
that the expected benefits of the acquisition will be realized.
Forward-looking statements in the press release should be evaluated
together with the many uncertainties that affect ABB’s business,
particularly those identified in the cautionary factors discussion
in ABB’s Annual Report on Form 20-F for the year ended
Dec. 31, 2009. ABB undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Baldor Forward-Looking
Statement
This document contains forward-looking statements within the
meaning of the federal securities laws. The forward-looking
statements contained in this document (generally identified by
words or phrases indicating a projection or future expectation such
as “assume”, “believe”, “can”, “continue”, “could”, “depend”,
“estimate”, “expect”, “forecast”, “future”, “if”, “intend”, “may”,
“ongoing”, “pending”, “probable”, “projected”, “should”, “subject
to”, “will”, “would”, or any grammatical forms of these words or
other similar words) are based on the Company’s current
expectations and are subject to risks and uncertainties.
Accordingly, you are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements
as a result of various factors, including those more described in
under “Risk Factors” in Part II, Item 1A of the
Company’s Quarterly Report on Form 10-Q for the quarter ended
October 2, 2010 and Part I, Item 1A of the
Company’s Annual Report on Form 10-K for the year ended
January 2, 2010, each of which have been filed with the SEC,
as well as: uncertainties as to the timing of the Offer and the
Merger (each as defined in the Company’s Form 8-K filed with
the SEC on November 30, 2010); uncertainties as to how many of
the Company’s shareholders will tender their stock in the Offer;
the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied
or waived, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the
transaction; the effects of disruption from the transaction making
it more difficult to maintain relationships with employees,
distributors, customers, other business partners or governmental
entities; other business effects, including the effects of
industry, economic or political conditions outside of the Company’s
control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in documents filed with the
SEC by the Company. Investors and shareholders are cautioned not to
place undue reliance on these forward-looking statements. Unless
required by law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information
This release is neither an offer to purchase nor a solicitation
of an offer to sell securities. ABB and its indirect, wholly-owned
subsidiary, Brock Acquisition Corporation, have filed a tender
offer statement on Schedule TO with the SEC, and Baldor has filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. Investors and Baldor shareholders are
strongly advised to read the tender offer statement (including the
offer to purchase, letter of transmittal and related tender offer
documents) and the related solicitation/recommendation statement on
Schedule 14D-9 because they contain important information. These
documents are available at no charge on the SEC’s website at
www.sec.gov. In addition, a copy of the offer to purchase, letter
of transmittal and certain other related tender offer documents
(once they become available) may be obtained free of charge by
directing a request to ABB at www.abb.com or at ABB Ltd - Office of
the Corporate Secretary — Affolternstrasse 44, P.O. Box 8131 —
CH -8050 Zurich / Switzerland. A copy of the tender offer statement
and the solicitation/recommendation statement will be made
available to all shareholders of Baldor free of charge at
www.Baldor.com or by contacting Baldor at P.O. Box 2400, Fort
Smith, Arkansas, telephone number 479-648-5769.
Baldor (NYSE:BEZ)
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