- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2010年11月19日 - 7:22AM
Edgar (US Regulatory)
Filed by Robbins & Myers, Inc. (File No.: 1-13651)
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: T-3 Energy Services, Inc. (File No: 0-19580)
ROBBINS & MYERS AND T-3 ENERGY SERVICES SET JANUARY 7 DATE FOR
SHAREHOLDER MEETINGS ON MERGER
DAYTON, OHIO and HOUSTON, TEXAS, November 18, 2010 . . .
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 companys 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
SECs web site at www.sec.gov. Copies of R&Ms 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-3s 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&Ms Annual Report on Form 10-K for its
fiscal year ended August 31, 2010, as filed with the SEC on October 26, 2010, R&Ms proxy statement
relating to its 2010 Annual Meeting of Shareholders, as filed with the SEC on December 4, 2009,
T-3s proxy statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on
April 30, 2010, and T-3s Current Report on Form 8-K filed with the SEC on June 16, 2010. In
addition, information about R&Ms and T-3s 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-3s 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 companys 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-3s 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.
Contacts:
Robbins & Myers, Inc.
Investors: Chris Hix, Chief Financial Officer, +1-937-458-6600
Press Contact: Peter Wallace, Chief Executive Officer, +1-937-458-6600
T-3 Energy Services, Inc.
Investors and Press Contact: James M. Mitchell, Senior Vice President and Chief Financial Officer, +1-713-996-4118
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