Dresser-Rand To Be Acquired By Siemens In About $7.6 Bln Deal - Quick Facts

(RTTNews) - U.S. machinery company Dresser-Rand Group Inc. (DRC) said Sunday that it has agreed to be acquired by German conglomerate Siemens AG (SIEGY, SMAWF) in a transaction valued at about $7.6 billion, including the assumption of debt.

Under the definitive merger agreement, Siemens will acquire all of the outstanding shares of Dresser-Rand common stock for $83.00 per share in cash. The base price represents a 37.4 percent premium over Dresser-Rand's closing share price of $60.42 on July 16, 2014, the day prior to speculation in the press appeared regarding interest in Dresser-Rand.

Siemens will apply an additional per share cash consideration of $0.55 on the first day of each month starting March 1, 2015, until the closing occurs. The transaction is expected to close in the summer of 2015.

Siemens intends to operate Dresser-Rand as the company's oil and gas business retaining the Dresser-Rand brand name and its executive leadership team. In addition, Siemens plans to maintain a significant presence in Houston, which will be the headquarters location of the oil and gas business of Siemens.

Dresser-Rand said its board of directors has adopted a limited duration s shareholder rights plan. The company noted that the plan is designed to assist the board in maximizing shareholder value in connection with the sale of the company and will not prevent or restrict any person from making a superior proposal pursuant to the terms of the merger agreement.