UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 29, 2015

 

Dresser-Rand Group Inc.

(Exact name of registrant as specified in its Charter)

 

 

Delaware   001-32586   20-1780492
(State or other jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

West8 Tower, Suite 1000

10205 Westheimer Road, Houston, Texas

112 Avenue Kleber, Paris, France

 

77042

75784

(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone numbers, including area code: (713) 354-6100 (Houston)  
  +33 156 26 71 71 (Paris)  

 

 

Not Applicable

 

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 8.01. Other Events.

 

On June 29, 2015, Dresser-Rand Group Inc. (“Dresser-Rand” or the “Company”) issued a press release announcing that the European Commission has cleared the Company’s proposed merger with Siemens Energy, Inc. All of the conditions precedent regarding regulatory matters have now been satisfied. The closing of the transaction is scheduled to occur on June 30, 2015.

 

In connection with the merger, Siemens will pay all Dresser-Rand shareholders US$85.20 per share. The purchase price comprises the offer of US$83.00 per share plus a time-dependent ticking fee totaling US$2.20 per share for the months of March to and including June 2015.

 

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

  

Exhibit Number Description
99.1 Press Release of Dresser-Rand, dated June 29, 2015.

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

   

Dresser-Rand Group Inc.

(Registrant)

     
Date: June 29, 2015   By: /s/  Mark F. Mai
       Name: Mark F. Mai
       Title: Vice President, General Counsel and Secretary

  

 
 

 

EXHIBIT INDEX

 

Exhibit Number Description
   
99.1 Press Release of Dresser-Rand, dated June 29, 2015.

 

 

 



Exhibit 99.1

West8 Tower, Suite 1000

10205 Westheimer Road

Houston, Texas 77042

www.dresser-rand.com

 

 

For Immediate Release 

 

 

 

European Commission Cleared Proposed Merger between Dresser-Rand and Siemens

Closing Scheduled for June 30, 2015

 

Houston, TX, June 29, 2015 – Dresser-Rand Group Inc. (“Dresser-Rand” or the “Company”) (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, has been notified that the European Commission cleared the Company’s proposed merger with Siemens. All of the conditions precedent regarding regulatory matters have now been satisfied. The closing of the transaction is scheduled to occur on June 30, 2015.

  

****************

 

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 7 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 Company’s proposed merger with 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, 2014 and subsequently filed quarterly reports on Form 10-Q. 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.

 

Investor Contact: Blaise Derrico, Vice President Investor Relations (713) 973-5497