ZURICH, Switzerland and FORT SMITH, AR,
Dec. 8, 2010
(Press Release) -
ABB Ltd, the leading power and automation technology group, and Baldor Electric Company (Baldor), a North American leader in industrial motors, announced today that ABB's subsidiary, Brock Acquisition Corporation, is commencing the previously announced cash tender offer for all of the outstanding shares of common stock of Baldor, at a price of $63.50 per share net to the holder in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to the merger agreement entered into between ABB and Baldor as of Nov. 29, 2010.
ABB and Brock Acquisition Corporation are filing with the Securities and Exchange Commission (SEC) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, Baldor is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Baldor's board of directors that Baldor's shareholders tender their shares into the tender offer. As previously announced, Baldor's board of directors has unanimously determined that the merger agreement and the transactions contemplated by it (including the tender offer and the merger) are fair to and in the best interests of Baldor and its shareholders.
ABB and Baldor intend to commence mailing the tender offer materials, including ABB's Schedule TO, containing its offer to purchase and the related letter of transmittal, and Baldor's solicitation/recommendation statement on Schedule 14D-9, to all Baldor shareholders of record shortly.
The closing of the tender offer is subject to customary terms and conditions, including the condition that there shall have been tendered a number of shares that represents greater than 66-2/3% of the sum of the number of Baldor shares issued and outstanding on the expiration date of the offer and the number of Baldor shares issuable under stock options, stock units and other derivative securities then exercisable. Investors should carefully read the offer to purchase and related documents for more complete information.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on the night of Monday, Jan. 10, 2011, unless extended pursuant to the terms of the merger agreement or the applicable rules and regulations of the SEC. Any extension of the offer will be announced no later than 9:00 am, New York City time, on the first business day following the scheduled expiration time.
If the tender offer is consummated, ABB plans to merge Brock Acquisition Corporation with Baldor, upon which Baldor will become a wholly-owned subsidiary of ABB.
Citi is serving as financial advisor to ABB in connection with the transactions and will be the dealer-manager for the tender offer. MacKenzie Partners, Inc. is acting as information agent for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to ABB. UBS Financial Services is serving as financial advisor to Baldor in connection with the transactions. Gibson, Dunn & Crutcher LLP and Thompson Coburn LLP are acting as legal counsel to Baldor.
