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Dresser-Rand Signs Definitive Agreement to Acquire Synchrony, Inc.

Date : 12/07/2011 @ 7:12PM
Source : PR Newswire (US)
Stock : Dresser-Rand Grp. (DRC)
Quote : 69.04  -0.26 (-0.38%) @ 10:08AM
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Dresser-Rand Signs Definitive Agreement to Acquire Synchrony, Inc.

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HOUSTON, Dec. 7, 2011 /PRNewswire/ -- Dresser-Rand Group Inc. ("Dresser-Rand" or, collectively with its affiliates, the "Company") (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, has signed a definitive agreement to acquire Synchrony, Inc.  The transaction is expected to close in January 2012. 

Synchrony is a technology development company with a portfolio of world-class technologies and products including active magnetic bearings (AMB), high speed motors and generators, and power electronics for clean, efficient, and reliable rotating machinery.  A private company founded in 1993, Synchrony is headquartered in Roanoke County, Virginia, where it develops, manufactures, and tests its products in an ISO 9001-certified facility which includes a best-in-class model shop for rapid prototype fabrication and assembly. 

According to Christopher Rossi, Dresser-Rand's Vice President of Technology and Business Development, "Several years ago we identified the strategic importance of being able to offer oil-free solutions in high speed rotating equipment applications. The overall value proposition for eliminating auxiliary oil systems centers around three principles: a) reduced footprint and weight in platform and FPSO applications which generates overall CAPEX savings in the construction phase, b) oil-lubricated bearings in subsea applications are neither practical nor reliable, and c) lubrication oil in compressor and steam turbine applications in general needs to be reconditioned and ultimately discarded as it is mixed with process gas or steam, thus making it environmentally unfriendly.

"As we believe that this technology will need to develop on an ongoing basis along with the normal evolution of the other components of our compressor and turbine offerings, we made the decision that we either needed to invest in our own internal R&D effort or acquire excellent design capacity in the marketplace.

"After an extensive technology assessment process we concluded that we have found, what we believe to be, the best technology that exists today in the form of Synchrony.

"We believe that the seamless integration of this capability into our product development process will provide us with the ability to continuously improve our overall equipment designs, and is the fastest and least expensive way to build this capability internally.

"Synchrony has already realized this value in the defense, HVAC, wastewater, and renewable energy markets, and will continue to supply its products and technology to leading rotating equipment manufacturers in these respective markets."

Under the agreement, Dresser-Rand will acquire Synchrony, Inc. for approximately $50 million net of cash acquired.  The agreement includes the potential for additional consideration of up to a maximum of $10 million tied to technical milestones and to business performance. It should be noted that the operating costs for this acquisition are already included in the Company's guidance for 2012 previously provided.

Dr. Victor Iannello, Synchrony's CEO and President, added, "We are truly excited about becoming part of Dresser-Rand as we believe its global presence and resources will accelerate our growth. I am confident that the combination of Dresser-Rand and Synchrony provides for new opportunities and unparalleled value for our business partners."

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 China, and maintains a network of 45 service and support centers (including 6 engineering and R&D centers) covering more than 140 countries.  Dresser-Rand has principal offices in Paris, France, and Houston, Texas.

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, without limitation, the Company's plans, objectives, goals, strategies, future events, future revenue, or performance, capital expenditures, financing needs, plans, or intentions relating to acquisitions, business trends, executive compensation, and other information that is not historical information.  The words "anticipates", "believes", "expects," "intends", "appears", and similar expressions identify such forward-looking statements.  Although the Company believes that such statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those projected.  These factors, risks and uncertainties include, among others, the following: potential for material weaknesses in its internal controls; economic or industry downturns; the variability of bookings due to volatile market conditions, subjectivity Clients exercise in placing orders, and timing of large orders; volatility and disruption of the credit markets; its inability to generate cash and access capital on reasonable terms and conditions; its inability to implement its business strategy to increase aftermarket parts and services revenue; its ability to implement potential tax strategies; competition in its markets; failure to complete or achieve the expected benefits from any future acquisitions; economic, political, currency and other risks associated with international sales and operations; fluctuations in currencies and volatility in exchange rates; loss of senior management; environmental compliance costs and liabilities; failure to maintain safety performance acceptable to its Clients; failure to negotiate new collective bargaining agreements; unexpected product claims and regulations; infringement on its intellectual property or infringement on others' intellectual property; its pension expense and funding requirements; difficulty in implementing an information management system; and the Company's brand name may be confused with others.  These and other risks are discussed in detail in the Company's filings with the Securities and Exchange Commission at www.sec.gov.  Actual results, performance, or achievements could differ materially from those expressed in, or implied by, the forward-looking statements.  The Company can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on results of operations and financial condition.  The Company undertakes no obligation to update or revise forward-looking statements, which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events except as required by applicable laws.  For information about Dresser-Rand, go to its website at www.dresser-rand.com.

DRC-FIN

SOURCE Dresser-Rand Group Inc.

Copyright 2011 PR Newswire



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