HOUSTON--(BUSINESS WIRE)--Aug. 9, 2012--
National Oilwell Varco, Inc. (NYSE:NOV) and Robbins & Myers have entered
into an agreement under which National Oilwell Varco will acquire
Robbins & Myers, Inc. (NYSE:RBN) in an all cash transaction that values
Robbins & Myers at approximately $2.5 billion. Under the agreement,
Robbins & Myers’ shareholders will receive $60.00 per share in cash in
return for each of the approximately 42.4 million shares outstanding
(“the Transaction”.) The Boards of Directors of National Oilwell Varco
and Robbins & Myers have unanimously approved the transaction, which is
subject to customary closing conditions, including the approval of
two-thirds of Robbins & Myers shareholders. Closing would be expected to
occur in the fourth quarter of calendar 2012.
Robbins & Myers’ largest shareholder, M.H.M. & Co., Ltd, which owns
approximately 10% of the outstanding common shares of Robbins & Myers
(“Common Stock”) has agreed to vote its Common Stock in favor of the
Transaction in accordance with the terms of a support agreement entered
into in respect of the Transaction. The support agreement will terminate
in the event the merger agreement is terminated in accordance with
recommendation of the Board of Robbins & Myers.
Mr. Pete Miller, Chairman, President and CEO of National Oilwell Varco,
remarked, “Robbins & Myers has many complementary products with those
National Oilwell Varco currently offers the industry. I am particularly
enthusiastic about the prospect of incorporating their downhole tools,
pumps and valves into National Oilwell Varco Petroleum Services &
Supplies and Distribution & Transmission segments. We feel that our
combined manufacturing infrastructure and portfolios of technology will
further advance our presence in the oil and gas markets we serve. We are
extremely excited about this combination and look forward to welcoming a
very talented group of employees into the National Oilwell Varco family.”
Mr. Pete Wallace, President and Chief Executive Officer of Robbins &
Myers commented, “Robbins & Myers Board of Directors believes that the
proposed transaction with National Oilwell Varco represents a compelling
value for our shareholders. This transaction allows Robbins & Myers to
join forces with an industry leader that will enable its business
segments to fully capitalize on their respective strategies, enhance
leadership positions in niche applications, and execute growth plans at
a faster pace. We have worked hard to create a focused business with
reduced complexity and a culture of continuous improvement, all based on
improving customer productivity and profitability. This is the right
time for this transaction and I believe National Oilwell Varco is the
right partner to take us to the next level of performance.”
National Oilwell Varco is a worldwide leader in the design, manufacture
and sale of equipment and components used in oil and gas drilling and
production operations, the provision of oilfield services, and supply
chain integration services to the upstream oil and gas industry.
Robbins & Myers, Inc., headquartered in Houston, TX, is a leading
supplier of engineered, application-critical equipment and systems for
global energy, chemical and other industrial markets. The company
provides products and services for upstream oil and gas markets, along
with a portfolio of industrial process and flow control products.
Robbins & Myers has 3,400 employees and operates in 15 countries.
In connection with this transaction, Citigroup Global Markets acted as
lead financial advisor and Thompson Hine LLP acted as legal advisor to
Robbins & Myers. Fulbright & Jaworski LLP acted as legal advisor to
National Oilwell Varco.
Statements made in this press release that are forward-looking in nature
are intended to be "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934 and may involve risks
and uncertainties. These statements may differ materially from actual
future events or results. Readers are referred to documents filed by
National Oilwell Varco with the Securities and Exchange Commission,
including the Annual Report on Form 10-K, which identify significant
risk factors which could cause actual results to differ from those
contained in the forward-looking statements.
Source: National Oilwell Varco, Inc.
National Oilwell Varco, Inc.
Clay Williams, (713) 346-7606