Robbins & Myers and National Oilwell Varco Receive Supplemental
Information Request Under Competition Act of Canada and are in
Discussions with the Department of Justice Regarding a Timing
Agreement
HOUSTON, Dec. 7, 2012 /PRNewswire/ -- Robbins & Myers,
Inc. (NYSE: RBN) announced today that it and National Oilwell
Varco, Inc. have each received a supplemental information request
for information and documents from the Canadian Competition Bureau
(the "Bureau") in connection with the proposed merger transaction
in which National Oilwell Varco would acquire all of the
outstanding shares of Robbins & Myers for $60.00 per share in cash. The supplemental
information request was issued under the Competition Act of
Canada (the "Act").
The effect of this request is to extend the waiting period
imposed by the Act until 30 days after Robbins & Myers and
National Oilwell Varco have each complied with the request
(unless that period is extended voluntarily by the parties or
terminated sooner by the Bureau). While Robbins & Myers
intends to respond expeditiously to the request (and expects
National Oilwell Varco to do the same), compliance with the request
followed by the 30-day statutory waiting period will push the
closing into 2013 unless the waiting period is terminated sooner by
the Bureau.
Robbins & Myers also announced today that it and National
Oilwell Varco are in discussions with the United States Department
of Justice ("DOJ") regarding a timing agreement to allow the DOJ
additional time to complete its review under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The terms of
the timing agreement have not been finalized, but will extend the
review period past December 31,
2012.
As previously announced, Robbins & Myers has scheduled its
special meeting of shareholders to consider approval of the merger
for December 27, 2012.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered,
application-critical equipment and systems in global energy,
chemical and other industrial markets.
Forward-Looking Statements
Statements set forth in this press release that are not
historical facts 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 control of Robbins & Myers, which could cause actual
benefits, results, effects and timing to differ materially from the
results predicted or implied by the statements. These risks and
uncertainties include, but are not limited to: the failure of the
Robbins & Myers' shareholders to approve the merger;
satisfaction of the conditions to the closing of the merger
(including the receipt of regulatory approvals and completion of
certain compliance due diligence); uncertainties as to the timing
of the merger; costs and difficulties relating to the proposed
merger; inability to retain key personnel; changes in the demand
for or price of oil and/or natural gas; and other important risk
factors discussed more fully in Robbins & Myers' final proxy
statement filed with the SEC on November 30,
2012 in connection with the merger, Robbins & Myers'
Annual Report on Form 10-K for the year ended August 31, 2012, its Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and other reports filed by it
with the SEC from time to time. Robbins & Myers does not
undertake any obligation to revise or update publicly any
forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed merger, Robbins & Myers
filed its final proxy statement with the SEC on November 30, 2012, which was also mailed to
Robbins & Myers' shareholders on such date, and may file other
relevant materials with the SEC as well. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FINAL PROXY
STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT ROBBINS & MYERS AND THE PROPOSED
MERGER. Investors and security holders may obtain a free copy
of the final proxy statement and other documents containing
information about Robbins & Myers, without charge, at the SEC's
web site at www.sec.gov. Copies of Robbins & Myers' SEC
filings also may be obtained for free by directing a request to
Robbins & Myers, Inc., 10586 Highway 75 North, Willis, Texas 77378, 1 (936) 890-1064.
Participants in the Solicitation
Robbins & Myers, National Oilwell Varco, and certain of
their respective directors and executive officers may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from Robbins & Myers' shareholders in connection with the
proposed merger. Information about Robbins & Myers'
directors and executive officers and the special interests of these
persons in connection with the proposed merger can be found in the
final proxy statement filed by Robbins & Myers with the SEC on
November 30, 2012. Information
about National Oilwell Varco's directors and executive officers can
be found in National Oilwell Varco's Annual Report on Form 10-K for
its fiscal year ended December 31,
2011, as filed with the SEC on February 23, 2012, and National Oilwell Varco's
proxy statement relating to its 2012 Annual Meeting of
Shareholders, as filed with the SEC on April
5, 2012. These documents can be obtained, without
charge, at the SEC's website at www.sec.gov.
SOURCE Robbins & Myers, Inc.