National Oilwell Varco, Inc. and Robbins & Myers have entered into an agreement under which National Oilwell Varco will acquire Robbins & Myers, Inc. (NYSE:RBN) in an all cash transaction that values Robbins & Myers at approximately $2.5 billion.
Under the agreement, Robbins & Myers’ shareholders will receive $60.00 per share in cash in return for each of the approximately 42.4 million shares outstanding (“the Transaction”.) The Boards of Directors of National Oilwell Varco and Robbins & Myers have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of two-thirds of Robbins & Myers shareholders. Closing would be expected to occur in the fourth quarter of calendar 2012.
Robbins & Myers’ largest shareholder, M.H.M. & Co., Ltd, which owns approximately 10% of the outstanding common shares of Robbins & Myers (“Common Stock”) has agreed to vote its Common Stock in favor of the Transaction in accordance with the terms of a support agreement entered into in respect of the Transaction. The support agreement will terminate in the event the merger agreement is terminated in accordance with recommendation of the Board of Robbins & Myers.
Mr. Pete Miller, Chairman, President and CEO of National Oilwell Varco, remarked, “Robbins & Myers has many complementary products with those National Oilwell Varco currently offers the industry. I am particularly enthusiastic about the prospect of incorporating their downhole tools, pumps and valves into National Oilwell Varco Petroleum Services & Supplies and Distribution & Transmission segments. We feel that our combined manufacturing infrastructure and portfolios of technology will further advance our presence in the oil and gas markets we serve. We are extremely excited about this combination and look forward to welcoming a very talented group of employees into the National Oilwell Varco family.”
Mr. Pete Wallace, President and Chief Executive Officer of Robbins & Myers commented, “Robbins & Myers Board of Directors believes that the proposed transaction with National Oilwell Varco represents a compelling value for our shareholders. This transaction allows Robbins & Myers to join forces with an industry leader that will enable its business segments to fully capitalize on their respective strategies, enhance leadership positions in niche applications, and execute growth plans at a faster pace. We have worked hard to create a focused business with reduced complexity and a culture of continuous improvement, all based on improving customer productivity and profitability. This is the right time for this transaction and I believe National Oilwell Varco is the right partner to take us to the next level of performance.”
National Oilwell Varco is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.
Robbins & Myers, Inc., headquartered in Houston, TX, is a leading supplier of engineered, application-critical equipment and systems for global energy, chemical and other industrial markets. The company provides products and services for upstream oil and gas markets, along with a portfolio of industrial process and flow control products. Robbins & Myers has 3,400 employees and operates in 15 countries.
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Yesterday, the Department of the Interior took the latest step as part of President Obama’s all-of-the-above energy strategy to expand safe and responsible domestic energy production, holding a 39 million acre lease sale in the Gulf of Mexico.
Secretary of the Interior Ken Salazar announced that the Central Gulf of Mexico oil and gas lease sale attracted $1,704,500,995 in high bids for tracts on the U.S. outer continental shelf offshore Louisiana, Mississippi and Alabama. A total of 56 offshore energy companies submitted 593 bids on 454 tracts covering more than 2,402,918 acres. The sum of all bids received totaled $2,602,563,726.
The lease sale builds on a series of actions taken by the Obama administration, including additional lease sales for both onshore and offshore areas for oil and gas development, to meet the President’s direction to continue to expand safe and responsible production of America’s important domestic resources.
“This sale, part of the President’s all-of-the-above energy strategy, is good news for American jobs, good news for the Gulf economy, and will bring additional domestic resources to market,” said Salazar, who opened the sale. “When it comes to domestic production, the President has made clear he is committed to expanding oil and natural gas production safely and responsibly, and today’s sale is just the latest example of his administration delivering on that commitment. The numbers speak for themselves: every year the President has been in office, domestic oil and gas production has increased, foreign imports of oil have decreased, and we are currently producing more oil than any time in the past eight years.”
The Central Gulf of Mexico Lease Sale 216/222, conducted by the Bureau of Ocean Energy Management (BOEM), offered more than 39 million acres for oil and gas development on the U.S. Outer Continental Shelf. The acreage included 7,434 tracts from three to more than 230 miles off the coast, in depths ranging from 10 to more than 11,200 feet (3 to 3,400 meters). BOEM estimates the economically recoverable hydrocarbons that could be produced as a result of the acreage offered ranges from 0.8 to 1.6 billion barrels of oil and 3.3 to 6.6 trillion cubic feet of natural gas.
The sale builds on the successful Western Gulf of Mexico lease sale held by BOEM in December 2011 that made available more than 21 million acres – equal to an area the size of South Carolina – and attracted more than $337 million in high bids and included 20 companies submitting 241 bids on 191 tracts comprising over a million acres offshore Texas. In 2010, DOI offered nearly 37 million offshore acres to industry for oil and gas leasing.
“Before moving forward with Sale 216/222, we conducted a rigorous analysis of the environmental effects of the Deepwater Horizon oil spill on the Central Gulf of Mexico,” said BOEM Director Tommy P. Beaudreau. “We have also continued a number of lease terms designed to ensure fair return to the American people and provide innovative incentives to promote diligent development of our nation’s offshore oil and gas resources.”
Yesterday’s highest bid on a tract was $157,111,000 submitted by Statoil Gulf of Mexico LLC for Mississippi Canyon, Block 718. Shell submitted the highest total amount in bonus bids, $406,594,560 on 24 tracts.
Lease terms for both sales included escalating rental rates to encourage faster exploration and development of leases as well as shorter lease terms for shallower water in order to encourage timely development. BOEM has increased its minimum bid requirement in deepwater to $100 per acre, up from $37.50 in previous Central lease sales. Rigorous historical analysis showed that leases that received high bids of less than $100 per acre have experienced virtually no exploration and development activities.
Lessees will have to comply with a series of important environmental stipulations, including requirements to protect biologically sensitive features, as well as marine mammals and sea turtles, and employ trained observers to ensure compliance and restrict operations when conditions warrant. These terms will help ensure an appropriate balance of responsible resource development with protection of the human, marine and coastal environments.
Each high bid on a tract will now go through a strict evaluation process within BOEM to ensure the public receives fair market value before a lease is awarded. This is the final Gulf Lease Sale scheduled in the current Outer Continental Shelf Oil and Gas Leasing Program: 2007-2012.
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