DAYTON, Ohio and HOUSTON, Nov. 18,
2010 /PRNewswire-FirstCall/ -- Robbins & Myers, Inc.
(NYSE: RBN) and T-3 Energy Services, Inc. (Nasdaq: TTES) jointly
announced today that Robbins & Myers and T-3 Energy Services,
Inc. will hold special shareholders meetings on January 7, 2011 to approve the merger of T-3 with
a subsidiary of Robbins & Myers. Robbins & Myers and
T-3 shareholders as of the close of business on November 26, 2010 will be entitled to vote at the
special meetings. These announcements follow the filing by
Robbins & Myers of a Registration Statement on Form S-4 with
the Securities and Exchange Commission, and the receipt of notice
that the U.S. Department of Justice and Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
with respect to the proposed merger. The closing of the
transaction still remains subject to various conditions contained
in the merger agreement, including approval by T-3 and Robbins
& Myers shareholders.
Shareholders are encouraged to read the proxy materials in their
entirety as they provide, among other things, a discussion of the
reasons behind the recommendations of each company's Board of
Directors that shareholders vote "FOR" the approval of the merger
proposals.
About Robbins & Myers, Inc.
Robbins & Myers, Inc. is a leading supplier of engineered
equipment and systems for critical applications in global energy,
industrial, chemical and pharmaceutical markets.
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.
Additional Information and Where to Locate
In connection with the proposed merger, Robbins & Myers
("R&M") has filed with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4 that includes a
preliminary joint proxy statement of T-3 and R&M that also
constitutes a prospectus of R&M. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY JOINT PROXY
STATEMENT/ PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WERE OR
WILL BE FILED WITH THE SEC (INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Investors and security holders may obtain a
free copy of the preliminary joint proxy statement/prospectus and
other documents containing information about R&M and T-3
(including the definitive joint proxy statement/prospectus), once
such documents are filed with the SEC, 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 shareholders in respect of the
proposed 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. In addition, information
about R&M's and T-3's respective directors and executive
officers can be found in the preliminary joint proxy
statement/prospectus related to the proposed transaction, which was
filed with the SEC on November 10,
2010, and will be included in the definitive joint proxy
statement/prospectus to be mailed to shareholders of both
companies. These documents can be obtained free of charge
from the sources indicated above.
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.
SOURCE Robbins & Myers, Inc.