Dresser-Rand Group Inc. and Siemens reached a merger agreement in which Siemens will acquire all of the outstanding shares of Dresser-Rand common stock for $83.00 per share in cash. The transaction is valued at approximately $7.6 billion, including the assumption of debt. The price represents a premium of 37.4 percent over Dresser-Rand's closing share price of $60.42 on July 16, 2014. Additional per share cash consideration of $0.55 shall be applied 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 and is subject to Dresser-Rand shareholder approval, regulatory approval in the U.S., Europe and certain other jurisdictions, and other customary closing conditions.
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. Houston will be the headquarters location of the oil and gas business of Siemens.
"After a thorough and competitive process, we are pleased to have reached this agreement with Siemens as it maximizes value and delivers significant benefits to all Dresser-Rand stakeholders," said Vincent R. Volpe Jr., Dresser-Rand's President and CEO. "Dresser-Rand shareholders will receive immediate and certain all-cash consideration for their shares at an attractive premium to the Company's unaffected share price."
"Our aim is to become the leading rotating equipment and process system integrator for the oil and gas industry. Dresser-Rand has strong presence in oil and gas, a reputation for technology leadership and innovation, and a talented and experienced leadership team. Our intention is to leverage these strengths by maintaining the existing company and brand name and selectively moving complementary products and services from the existing Siemens portfolio into Dresser-Rand enabling us to offer a much broader range of products, services and solutions to meet our customers' needs," said Lisa Davis, member of the Managing Board of Siemens AG.