- Filing of certain prospectuses and communications in connection with business combination transactions (425)
06 1월 2011 - 7:29AM
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)
The following letter was emailed to all holders of options to purchase shares of T-3 Energy
Services, Inc. on January 5, 2011.
*****
January 5, 2011
Dear Stock Option Holder:
The meeting of stockholders of T-3 Energy Services, Inc. (
T-3
) to approve our
acquisition by Robbins & Myers, Inc. (
Robbins & Myers
) will be held on Friday, January 7,
2011, and, assuming stockholder approval and the approval of the merger by the shareholders of
Robbins & Myers, we expect the merger to be closed and become effective on Monday, January 10, 2011
(the
Closing Date
).
As a result of the transaction, T-3 will become a wholly-owned subsidiary of Robbins & Myers
and all outstanding options to purchase shares of T-3 Common Stock will be converted into options
to purchase Common Shares of Robbins & Myers.
The conversion ratio for the number of Common Shares of Robbins & Myers and the option price
per share was established in the Merger Agreement, dated October 6, 2010, between T-3 and Robbins &
Myers. Each outstanding T-3 option will be converted into an option to acquire 1.192 Common Shares
of Robbins & Myers for each T-3 share subject to the option, with the number of Robbins & Myers
Common Shares being rounded up to the nearest whole share. The option exercise price under each
converted option will be determined by dividing the original exercise price of the T-3 option by
1.192 and rounding up to the nearest whole cent. Unlike the conversion ratio for restricted stock
or T-3 Common Stock that you may own, there is no cash consideration component in the option
conversion.
All outstanding options which you hold will become 100% vested on January 9, 2011 and will be
converted in the manner specified in the preceding paragraph on the Closing Date.
A brief blackout period is necessary to implement the conversion of the T-3 options to options
to acquire Robbins & Myers Common Shares. During the blackout period, which begins on Friday,
January 7, 2011, and ends on Wednesday, January 12, 2011, option exercises will be prohibited.
Attachment 1 lists each outstanding stock option you presently hold, together with the number
of Common Shares of Robbins & Myers which will be covered by the option when it is converted and
the converted exercise price per share.
All other terms of your options will remain the same. Robbins & Myers will begin
administering your options as of the Closing Date. You will be able to exercise your options by
contacting Jeff Halsey, Vice President Human Resources of Robbins & Myers, at 937-458-6631.
Sincerely,
Steven W. Krablin
President & CEO
Important Information for Investors and Stockholders
In connection with the proposed merger, R&M has filed with the Securities and Exchange
Commission (SEC), and the SEC has declared effective, a registration statement on Form S-4 that
includes a joint proxy statement of T-3 and R&M that also constitutes a prospectus of R&M.
INVESTORS AND SECURITY HOLDERS OF T-3 AND R&M ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, WHICH WAS FIRST MAILED TO SECURITY HOLDERS ON OR ABOUT DECEMBER 3, 2010, AND
OTHER RELEVANT DOCUMENTS THAT WERE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY,
AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders
may obtain free copies of the proxy statement/prospectus and other documents containing important
information about R&M and T-3 through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by R&M are available free of charge on R&Ms internet
website at www.robn.com under the tab Investor Information and then under the tab SEC Reports
or by contacting R&Ms Investor Relations Department at 937-458-6600 or by written request to 51
Plum Street, Suite 260, Dayton, Ohio 45440. Copies of the documents filed with the SEC by T-3 are
available free of charge on T-3s internet website at www.t3energy.com under the tab Corporate
and then under the tab Investor Relations or by contacting T-3s Investor Relations Department at
713-996-4110 or by written request to 7135 Ardmore Street, Houston, Texas 77054.
R&M, T-3, their respective directors and certain of their executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of T-3 in connection with the
proposed transaction. Information about the directors and executive officers of T-3 is set forth in
its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
April 30, 2010, its Current Report on Form 8-K filed with the SEC on June 16, 2010, and the joint
proxy statement/prospectus related to the proposed transaction, which was filed with the SEC by T-3
on December 3, 2010, and first mailed to security holders on or about December 3, 2010. Information
about the directors and executive officers of R&M is set forth in its Annual Report on Form 10-K
for the year ended August 31, 2009, the proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on December 4, 2009, and the joint proxy
statement/prospectus related to the proposed transaction, which was filed with the SEC by T-3 on
December 3, 2010, and first mailed to security holders on or about December 3, 2010. These
documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect T-3s and R&Ms current beliefs, expectations or intentions regarding
future events. Words such as may, will, could, should, expect, plan, project,
intend, anticipate, believe, estimate, predict, potential, pursue, target,
continue, and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, T-3s and R&Ms expectations with respect
to the synergies, costs and other anticipated financial impacts of the proposed transaction; future
financial and operating results of the combined company; the combined companys plans, objectives,
expectations and intentions with respect to future operations and services; approval of the
proposed transaction by governmental regulatory authorities; the satisfaction of the closing
conditions to the proposed transaction; the timing of the completion of the proposed transaction;
and other factors that are set forth in the Risk Factors section, the Legal Proceedings
section, the Managements Discussion and Analysis of Financial Condition and Results of
Operations section and other sections of T-3s and R&Ms Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and
oral forward-looking statements concerning T-3, R&M, the proposed transaction or other matters and
attributable to T-3 or R&M or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Neither T-3 nor R&M undertakes any obligation to
publicly update any of these forward-looking statements to reflect events or circumstances that may
arise after the date hereof.
T-3 Energy Services (MM) (NASDAQ:TTES)
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