HOUSTON, Nov. 20, 2014 /PRNewswire/ -- Dresser-Rand
Group Inc. ("Dresser-Rand" or the "Company") (NYSE: DRC), a global
supplier of rotating equipment and aftermarket parts and services,
announced today that, at a special meeting of stockholders held
earlier today, its stockholders approved the adoption of the merger
agreement with Siemens Energy, Inc. ("Siemens"), pursuant to which
Dresser-Rand will be acquired by Siemens.
At the special meeting of stockholders, 98.9% of the votes cast
were voted in favor of the adoption of the merger agreement.
Shares representing 73.5% of Dresser-Rand's total outstanding
shares of common stock as of the October 22,
2014 record date were represented in person or by proxy at
the meeting. Dresser-Rand's stockholders also approved, on an
advisory, non-binding basis, compensation that may become payable
to named executive officers as a result of the merger.
At the effective time of the merger, Dresser-Rand stockholders
will receive, for each share of common stock they own, cash in the
amount of (i) $83.00, plus (ii) if the closing of the
merger occurs on or after March 1, 2015, $0.55 per month beginning March 2015 to and including the month in which
the closing occurs.
About Dresser-Rand
Dresser-Rand is among the largest suppliers of rotating
equipment solutions to the worldwide oil, gas, petrochemical, and
process industries. The Company operates manufacturing
facilities in the United States,
France, United Kingdom, Spain, Germany, Norway, India, and Brazil, and maintains a network of 49 service
and support centers (including 6 engineering and R&D centers)
covering more than 150 countries.
Forward Looking Statements
Any statements in this communication about the Company's
expectations, beliefs, plans, objectives, prospects, financial
condition, assumptions or future events or performance, including
statements regarding the proposed acquisition of the Company by
Siemens, the expected timetable for completing the transaction,
benefits and synergies of the transaction and future opportunities
for the combined company that are not historical facts are
forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E
of the Securities Exchange Act of 1934, as amended, and the Private
Securities Reform Act of 1995. In some cases, forward-looking
statements can be identified by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "outlook," "guidance" and
similar expressions, although not all forward-looking statements
contain these words. The forward-looking information and
statements are or may be based on a series of projections and
estimates and involve risks and uncertainties. These risks
and uncertainties include such factors as: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement, (2) the failure to satisfy
any of the closing conditions contained in the merger agreement,
(3) risks related to disruption of management's attention from the
Company's ongoing business operations due to the proposed
transaction and (4) the effect of the announcement of the
transaction on the ability of the Company to retain and hire key
personnel and maintain relationships with its customers, suppliers
and others with whom it does business, or on its operating results
and business generally. Additional risks are described under
Item 1A, "Risk Factors," in the Company's periodic filings with the
SEC, including the Company's annual report on Form 10-K for the
year ended December 31, 2013 and
recent current reports on Form 8-K. Because the factors
referred to above could cause actual results or outcomes to differ
materially from those expressed or implied in any forward-looking
statements made by the Company, you should not place undue reliance
on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date of this
communication, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances
after such date.
DRC-FIN
SOURCE Dresser-Rand Group Inc.