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8-K - FORM 8-K - ROBBINS & MYERS, INC. | l40837e8vk.htm |
EX-2.1 - EX-2.1 - ROBBINS & MYERS, INC. | l40837exv2w1.htm |
EX-10.1 - EX-10.1 - ROBBINS & MYERS, INC. | l40837exv10w1.htm |
EX-10.2 - EX-10.2 - ROBBINS & MYERS, INC. | l40837exv10w2.htm |
Exhibit 99.1
***CORRECTED PRESS RELEASE;
INCLUDES OFFER PRICE PER SHARE CORRECTION FROM $31.00 to $31.80***
ROBBINS & MYERS SIGNS AGREEMENT TO ACQUIRE T-3
INCLUDES OFFER PRICE PER SHARE CORRECTION FROM $31.00 to $31.80***
ROBBINS & MYERS SIGNS AGREEMENT TO ACQUIRE T-3
$422 Million Acquisition Creates Stronger Energy Platform for Global Growth;
Expected to Be Accretive in First Full Year of Ownership
Expected to Be Accretive in First Full Year of Ownership
DAYTON, OHIO and HOUSTON, TEXAS, October 6, 2010...Robbins & Myers, Inc. (NYSE:RBN), a
diversified industrial company supplying engineered equipment and systems for the global energy,
industrial, chemical and pharmaceutical markets; and T-3 Energy Services, Inc. (Nasdaq:TTES) a
provider of oilfield and pipeline products and services; jointly announced today that their
respective boards of directors have unanimously approved an agreement for Robbins & Myers to
acquire T-3 in a transaction valued at approximately $422 million, net of cash assumed.
Under the terms of the agreement, for each share of T-3 common stock, T-3 stockholders will receive
0.894 common shares of Robbins & Myers plus $7.95 in cash. Based on yesterdays closing prices,
this represents a value of $31.80 per share of T-3 common stock and a premium of approximately 17%
to T-3s closing share price as of October 5, 2010. Upon closing, and reflecting the issuance of
new Robbins & Myers shares, T-3 stockholders collectively will own approximately 27% of Robbins &
Myers outstanding shares. T-3 expects the stock portion of the consideration to be received
tax-free by its shareholders.
Robbins & Myers expects the transaction to be accretive to Robbins & Myers earnings per share
during the first full year of ownership excluding one-time transaction costs. The transaction is
expected to generate approximately $9 million of annual cost synergies in fiscal 2012, primarily
from corporate cost reductions and purchasing efficiencies.
The acquisition of T-3 will significantly expand Robbins & Myers attractive energy business
within our Fluid Management Group, creating a strategic platform with better scale to support
future growth and global expansion, said Peter C. Wallace, President and Chief Executive Officer
of Robbins & Myers. T-3 is a highly complementary business for Robbins & Myers, operating close
to the customer with a strong aftermarket business. Our business models are similar, and there is
very little overlap in our product and service offerings. Accordingly, this acquisition will
enable us to offer a broader set of products and services to our combined customer base. Beyond
the business rationale, the transaction creates attractive cost synergies and maintains our
debt-free balance sheet, placing us in an even better position to execute our diversified
industrial strategy and create value for shareholders.
Steve Krablin, T-3s Chairman, President and Chief Executive Officer, said, We are pleased to have
reached an agreement with Robbins & Myers that is compelling for T-3 stockholders, both immediately
and over the longer term. The combination of the two companies improves prospects for both
businesses through a more comprehensive product offering, a larger sales and service footprint, and
greater capabilities to grow in global energy markets. We believe all
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T-3 stakeholders stockholders, customers and employees alike will benefit from their
participation in the larger company.
The proposed merger is subject to the approval of a majority of the outstanding shares of T-3
common stock, and two-thirds of the outstanding Robbins & Myers common shares, as well as other
customary regulatory approvals. Robbins & Myers and T-3 intend to file a joint proxy
statement/prospectus with the Securities and Exchange Commission as soon as possible. The
transaction is expected to close later this calendar year or early next year. Following completion
of the transaction, the combined company will be led by Robbins & Myers existing management and
board of directors and will remain headquartered in Dayton, Ohio.
UBS Securities LLC is acting as financial advisor and Thompson Hine LLP is acting as legal counsel
for Robbins & Myers. For T-3, Simmons & Company International is acting as financial advisor and
Vinson & Elkins LLP is acting as legal counsel.
Conference Call to Be Held Today, October 6 at 3:00 PM (Eastern)
A conference call to discuss this acquisition, as well as Robbins & Myers fourth quarter and full
year fiscal 2010 business results, has been scheduled for 3:00 PM Eastern on Wednesday, October 6,
2010. The call can be accessed at each companys website (www.robn.com and www.t3energy.com) or by
dialing 866-713-8565 (US/Canada) or +1- 617-597-5324, using conference ID
# 53995824. Replays of the call can be accessed by dialing 888-286-8010 (U.S./Canada)
or +1-617-801-6888, both using replay ID # 66648343.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered equipment and systems for critical
applications in global energy, industrial, chemical and pharmaceutical markets.
About T-3
T-3 Energy Services, Inc. provides a broad range of oilfield products and services primarily to
customers for drilling and completion of new oil and gas wells, the workover of existing wells and
the production and transportation of oil and gas.
Forward-Looking Statements
Statements set forth in this press release that are not historical facts, including statements
regarding future financial performance, future competitive positioning and business synergies,
future acquisition cost savings, future accretion to earnings per share, future market demand,
future benefits to shareholders, future economic and industry conditions, the proposed merger
(including its benefits, results, effects and timing), the attributes of T-3 Energy Services, Inc.
(T-3) as a subsidiary of Robbins & Myers, Inc. (R&M) and whether and when the transactions
contemplated by the merger agreement will be consummated, are forward-looking statements within the
meaning of the federal securities laws. These forward-looking statements are subject to numerous
risks and uncertainties, many of which are beyond the companies control, which could cause actual
benefits, results, effects and timing to differ materially from the results predicted or implied by
the statements. These risks and uncertainties include, but are not limited to: the failure of the
shareholders of R&M or the stockholders of T-3 to approve the merger; satisfaction of the
conditions to the closing of the merger (including the receipt of regulatory approvals; potential
uncertainties regarding market acceptance of the combined
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company; uncertainties as to the timing of the merger; competitive responses to the proposed
merger; costs and difficulties related to integration of T-3s businesses and operations; delays,
costs and difficulties relating to the proposed merger; the inability to or delay in obtaining cost
savings and synergies from the merger; inability to retain key personnel; changes in the demand for
or price of oil and/or natural gas, which has been significantly impacted by the worldwide
recession and the worldwide financial and credit crisis; a significant decline in capital
expenditures; the ability to realize the benefits of restructuring programs; increases in
competition; changes in the availability and cost of raw materials; foreign exchange rate
fluctuations as well as economic or political instability in international markets and performance
in hyperinflationary environments, such as Venezuela; work stoppages related to union negotiations;
customer order cancellations; the possibility of product liability lawsuits that could harm our
businesses; events or circumstances which result in an impairment of, or valuation against, assets;
the potential impact of U.S. and foreign legislation, government regulations, and other
governmental action, including those relating to export and import of products and materials, and
changes in the interpretation and application of such laws and regulations; the outcome of audit,
compliance, administrative or investigatory reviews; proposed changes in U.S. tax law which could
impact our future tax expense and cash flow; decline in the market value of our pension plan
investment portfolios; and other important risk factors discussed more fully in R&Ms and T-3s
reports on Form 10-K for the years ended August 31, 2009 and December 31, 2009, respectively; their
respective recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; their joint proxy
statement/prospectus to be filed with the Securities and Exchange Commission (SEC); and other
reports filed by them from time to time with the SEC. Neither R&M nor T-3 undertakes any
obligation to revise or update publicly any forward-looking statements for any reason.
Additional Information
In connection with the proposed merger, R&M and T-3 intend to file documents relating to the
proposed merger with the SEC, including a registration statement of R&M, which will include a joint
proxy statement of R&M and T-3. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS
REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT R&M, T-3 AND THE PROPOSED MERGER. Investors and security holders may obtain a
free copy of the registration statement and the joint proxy statement/prospectus (when they are
available) and other documents containing information about R&M and T-3, without charge, at the
SECs web site at www.sec.gov. Copies of R&Ms SEC filings also may be obtained for free by
directing a request to Robbins & Myers, Inc., 51 Plum Street, Suite 260, Dayton , Ohio 45440,
+1-(937)-458-6600. Copies of T-3s SEC filings also may be obtained for free by directing a
request to T-3 Energy Services, Inc., 7135 Ardmore, Houston, Texas 77054, +1-713-996-4110.
Participants in the Solicitation
R&M and T-3 and their respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from their respective stockholders in respect of the proposed
merger. Information about these persons can be found in R&Ms Annual Report on Form 10-K for its
fiscal year ended August 31, 2009, as filed with the SEC on October 26, 2009, R&Ms proxy statement
relating to its 2010 Annual Meeting of Shareholders, as filed with the SEC on December 4, 2009,
T-3s proxy statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on
April 30, 2010, and T-3s Current Report on
Form 8-K
Form 8-K
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filed with the SEC on June 16, 2010. These documents can be obtained free of charge from the
sources indicated above. Additional information about the special interests of these persons in
the proposed merger will be included in the registration statement and the joint proxy
statement/prospectus to be filed with the SEC in connection with the proposed merger.
Contacts:
Robbins & Myers, Inc.
Investors: Chris Hix, Chief Financial Officer, +1-937-458-6600
Press Contact: Peter Wallace, Chief Executive Officer, +1-937-458-6600
Investors: Chris Hix, Chief Financial Officer, +1-937-458-6600
Press Contact: Peter Wallace, Chief Executive Officer, +1-937-458-6600
T-3 Energy Services, Inc.
Investors and Press Contact: James M. Mitchell, Senior Vice President and Chief Financial Officer, +1-713-996-4118
Investors and Press Contact: James M. Mitchell, Senior Vice President and Chief Financial Officer, +1-713-996-4118
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