Robbins & Myers Signs Agreement to Acquire T-3


$422 Million Acquisition Creates Stronger Energy Platform for Global Growth; Expected to Be Accretive in First Full Year of Ownership

DAYTON, Ohio and HOUSTON, Oct. 6 -- Robbins & Myers, Inc. (NYSE: RBN), a diversified industrial company supplying engineered equipment and systems for the global energy, industrial, chemical and pharmaceutical markets; and T-3 Energy Services, Inc. (Nasdaq: TTES) a provider of oilfield and pipeline products and services; jointly announced today that their respective boards of directors have unanimously approved an agreement for Robbins & Myers to acquire T-3 in a transaction valued at approximately $422 million in stock and cash.

Under the terms of the 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. Based on yesterday's closing prices, this represents a value of $31.00 per share of T-3 common stock and a premium of 17% to T-3's closing share price as of October 5, 2010. Upon closing, and reflecting the issuance of new Robbins & Myers shares, T-3 stockholders collectively will own approximately 27% of Robbins & Myers' outstanding shares. T-3 expects the stock portion of the consideration to be received tax-free by its shareholders.

Robbins & Myers expects the transaction to be accretive to Robbins & Myers' earnings per share during the first full year of ownership excluding one-time transaction costs. The transaction is expected to generate approximately $9 million of annual cost synergies in fiscal 2012, primarily from corporate cost reductions and purchasing efficiencies.

"The acquisition of T-3 will significantly expand Robbins & Myers' attractive energy business within our Fluid Management Group, creating a strategic platform with better scale to support future growth and global expansion," said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers. "T-3 is a highly complementary business for Robbins & Myers, operating 'close to the customer' with a strong aftermarket business. Our business models are similar, and there is very little overlap in our product and service offerings. Accordingly, this acquisition will enable us to offer a broader set of products and services to our combined customer base. Beyond the business rationale, the transaction creates attractive cost synergies and maintains our debt-free balance sheet, placing us in an even better position to execute our diversified industrial strategy and create value for shareholders."

Steve Krablin, T-3's Chairman, President and Chief Executive Officer, said, "We are pleased to have reached an agreement with Robbins & Myers that is compelling for T-3 stockholders, both immediately and over the longer term. The combination of the two companies improves prospects for both businesses through a more comprehensive product offering, a larger sales and service footprint, and greater capabilities to grow in global energy markets. We believe all T-3 stakeholders - stockholders, customers and employees alike - will benefit from their participation in the larger company."

The proposed merger is subject to the approval of a majority of the outstanding shares of T-3 common stock, and two-thirds of the outstanding Robbins & Myers common shares, as well as other customary regulatory approvals. Robbins & Myers and T-3 intend to file a joint proxy statement/prospectus with the Securities and Exchange Commission as soon as possible. The transaction is expected to close later this calendar year or early next year. Following completion of the transaction, the combined company will be led by Robbins & Myers' existing management and board of directors and will remain headquartered in Dayton, Ohio.

UBS Securities LLC is acting as financial advisor and Thompson Hine LLP is acting as legal counsel for Robbins & Myers. For T-3, Simmons & Company International is acting as financial advisor and Vinson & Elkins LLP is acting as legal counsel.

Conference Call to Be Held Today, October 6 at 3:00 PM (Eastern)

A conference call to discuss this acquisition, as well as Robbins & Myers' fourth quarter and full year fiscal 2010 business results, has been scheduled for 3:00 PM Eastern on Wednesday, October 6, 2010. The call can be accessed at each company's website (www.robn.com and t3energy.com) or by dialing 866-713-8565 (US/Canada) or +1- 617-597-5324, using conference ID # 53995824. Replays of the call can be accessed by dialing 888-286-8010 (U.S./Canada) or +1-617-801-6888, both using replay ID # 66648343.

About Robbins & Myers
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
T-3 Energy Services, Inc. provides a broad range of oilfield products and services primarily to customers for drilling and completion of new oil and gas wells, the workover of existing wells and the production and transportation of oil and gas.

SOURCE Robbins & Myers, Inc.

CONTACT: Robbins & Myers, Inc.: Investors: Chris Hix, Chief Financial Officer, +1-937-458-6600, or 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

Web Site: www.robbinsmyers.com

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