Attached files
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8-K - FORM 8-K - T-3 ENERGY SERVICES INC | h78721e8vk.htm |
EX-3.1 - EX-3.1 - T-3 ENERGY SERVICES INC | h78721exv3w1.htm |
EX-3.2 - EX-3.2 - T-3 ENERGY SERVICES INC | h78721exv3w2.htm |
EX-99.2 - EX-99.2 - T-3 ENERGY SERVICES INC | h78721exv99w2.htm |
Exhibit 99.1
T-3 Energy Services, Inc. Announces Shareholder Approval of
its Acquisition by Robbins and Myers, Inc.
its Acquisition by Robbins and Myers, Inc.
HOUSTON, TEXAS, (GLOBE NEWSWIRE) January 7, 2011. T-3 Energy Services, Inc. (NASDAQ:TTES)
announced that at a special shareholders meeting held today, the shareholders of T-3 approved the
merger of T-3 Energy Services, Inc. with a wholly-owned subsidiary of Robbins & Myers. The merger
was approved by approximately 79% of the shares of T-3 entitled to vote on the transaction, and
99.9% of the shares that were voted. The Company expects the merger to become effective on January
10, 2011.
Based on the terms of the merger 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. Following the closing, T-3
stockholders collectively will own approximately 27% of Robbins & Myers outstanding shares.
About T-3 Energy Services, Inc.
T-3 Energy Services, Inc. provides a broad range of oilfield products and services primarily to
customers 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.
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 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: the failure of the shareholders of Robbins & Myers
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 approval); potential uncertainties regarding market
acceptance of the combined company; uncertainties as to the timing of the
merger; competitive responses to the merger; costs and difficulties related to integration of T-3s
businesses and operations; delays, costs and difficulties relating to the 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 the combined companys 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 future tax expense and cash flow; decline in
the market value of pension plan investment portfolios; and other important risk factors discussed
more fully in Robbins & Myers and T-3s Annual Reports on Form 10-K for the years ended August 31,
2010 and December 31, 2009, respectively; their respective recent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K; their preliminary joint proxy statement/prospectus filed with the
SEC on November 10, 2010; and other reports filed by them from time to time with the SEC.
Readers are cautioned not to rely on any forward-looking statement, which speaks only as of the
date of this press release. Except to the extent required by applicable law, we 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.
Contact:
|
James M. Mitchell | |
Senior Vice President and Chief Financial Officer | ||
713-996-4110 |