ABB Ltd (NYSE: ABB), the leading power and automation technology
group, and Baldor Electric Company (NYSE: BEZ), a North American
leader in industrial motors, are pleased to announce the successful
completion of the cash tender offer for all the outstanding shares
of common stock of Baldor by ABB’s subsidiary, Brock Acquisition
Corporation. The tender offer, which expired at 5 p.m., New York
City time, on January 25, 2011, was made pursuant to the merger
agreement entered into between ABB and Baldor as of November 29,
2010.
A total of approximately 42,415,177 shares of common stock of
Baldor, which represents 89.38% of the 47,455,713 outstanding
shares, were tendered and not withdrawn pursuant to the tender
offer, including 2,907,369 shares that were tendered pursuant to
notices of guaranteed delivery. According to the terms of the
tender offer, shares that were validly tendered and not validly
withdrawn have been accepted for payment. Brock Acquisition
Corporation does not intend to offer a subsequent offering
period.
The parties intend to promptly take the steps necessary to
complete a “short-form” merger of Brock Acquisition Corporation
with Baldor under Missouri law, without a meeting of Baldor
shareholders, which may include the exercise by ABB of the “top up”
option in accordance with the terms of the merger agreement. ABB
expects to complete the short-form merger within the next two
weeks. Upon the closing of the short-form merger, ABB will acquire
all the remaining Baldor shares for $63.50 and the Baldor shares
will no longer be listed on the New York Stock Exchange.
Citi is serving as financial advisor to ABB in connection with
the transactions and was the dealer-manager for the tender offer.
Kirkland & Ellis LLP is acting as legal counsel to ABB. UBS
Financial Services is serving as financial advisor to Baldor in
connection with the transactions. Gibson, Dunn & Crutcher LLP
and Thompson Coburn LLP are acting as legal counsel to Baldor.
Any questions regarding the Offer should be directed to
MacKenzie Partners, Inc., the information agent for the Offer, at
(212) 929-5500 or (800) 322-2885. Questions can also be directed to
MacKenzie via e-mail to tenderoffer@mackenziepartners.com.
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 Electric Company (www.baldor.com ) 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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