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Forward-Looking Statements
Statements set forth in this presentation 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 proposed merger (including its benefits, results, effects and timing), the attributes of T-3 Energy Services, Inc. (T-3) as a subsidiary of
Robbins & Myers, Inc. (R&M) 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 R&M 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 approvals; potential uncertainties regarding market acceptance of the combined company;
uncertainties as to the timing of the merger; competitive responses to the proposed 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 our 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 our future tax expense and cash flow; decline in the market value of our pension plan investment portfolios; and other important risk
factors discussed more fully in R&M's and T-3's 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 joint proxy statement/prospectus to be filed with the Securities and Exchange
Commission ("SEC"); and other reports filed by them from time to time with the SEC. Neither R&M nor T-3 undertake any obligation to revise or update publicly any
forward-looking statements for any reason.
Additional Information
In connection with the proposed merger, R&M and T-3 intend to file documents relating to the proposed merger with the SEC, including a registration statement of
R&M, which will include a joint proxy statement of R&M and T-3. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT R&M, T-3 AND THE PROPOSED MERGER. Investors and security holders may obtain
a free copy of the registration statement and the joint proxy statement/prospectus (when they are available) and other documents containing information about R&M
and T-3, without charge, at the SEC's web site at www.sec.gov. Copies of R&M's SEC filings also may be obtained for free by directing a request to Robbins &
Myers, Inc., 51 Plum Street, Suite 260, Dayton, Ohio 45440, +1-937-458-6600. Copies of T-3's SEC filings also may be obtained for free by directing a request to T-3
Energy Services, Inc., 7135 Ardmore, Houston, Texas 77054, +1-713-996-4110.
Participants in the Solicitation
R&M and T-3 and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their respective stockholders in
respect of the merger. Information about these persons can be found in R&M's Annual Report on Form 10-K for its fiscal year ended August 31, 2010, as filed with
the SEC on October 26, 2010, R&M's proxy statement relating to its 2010 Annual Meeting of Shareholders, as filed with the SEC on December 4, 2009, T-3's proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on April 30, 2010, and T-3's Current Report on Form 8-K filed with the SEC on
June 16, 2010. These documents can be obtained free of charge from the sources indicated above. Additional information about the special interests of these
persons in the proposed merger will be included in the registration statement and the joint proxy statement/prospectus to be filed with the SEC in connection with
the proposed merger.
Cautionary Statements
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