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The deal, under which T-3 is to merge with a subsidiary of the buyer, is seen closing today, Robbins & Myers said.
Kabir Valrani, Chief Executive Officer of Aswan International Engineering Company LLC, commented, "We are excited about the new joint venture in Dubai, UAE with T-3 Energy Services.
Under the terms of the agreement, for each share of T-3 common stock, T-3 stockholders will receive 0.
The investigation concerns whether the T-3 Energy Board of Directors breached their fiduciary duties to T-3 Energy stockholders by failing to adequately shop the Company before entering into this transaction and whether Robbins & Myers is underpaying for T-3 Energy shares.
The investigation concerns possible breaches of fiduciary duty and other violations of state law related to the T-3 board's approval of the proposed transaction, including whether the Board failed to adequately shop the Company and whether the proposed transaction undervalues T-3 shares.
Specifically, the investigation seeks to determine whether the T-3 Board of Directors engaged in a fair process to obtain adequate consideration for all of the company's shareholders, whether the transaction undervalues the company to the detriment of its shareholders and, if so, the extent to which the company is undervalued in the proposed transaction.
On October 6, 2010, Robbins & Myers announced it would acquire T-3 in a transaction valued at approximately $422 million.
Readers are referred to documents filed by T-3 Energy Services with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.