T-3 Energy Services, Inc. Announces Shareholder Approval of Its Acquisition by Robbins and Myers, Inc.
January 07 2011 - 1:03PM
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-3's 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 company's 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-3's 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
T-3 Energy Services (MM) (NASDAQ:TTES)
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