ABB buys 89% of Baldor common stock in tender offer
ABB Ltd (NYSE: ABB), provider of power and automation technology, and Baldor Electric Company (NYSE: BEZ), provider of industrial motors, announced today, Jan. 26, successful completion of the cash tender offer for all outstanding shares of common stock of Baldor by ABB’s subsidiary, Brock Acquisition Corporation. The tender offer, which expired at 5 p.m., New York City time, on Jan. 25, 2011, was made pursuant to the merger agreement entered into between ABB and Baldor as of Nov. 29, 2010.
A total of approximately 42,415,177 shares of common stock of Baldor, which represents 89.38% of the 47,455,713 outstanding shares, were tendered and not withdrawn pursuant to the tender offer, including 2,907,369 shares that were tendered pursuant to notices of guaranteed delivery. According to the terms of the tender offer, shares that were validly tendered and not validly withdrawn have been accepted for payment. Brock Acquisition Corporation does not intend to offer a subsequent offering period.
The parties intend to promptly take the steps necessary to complete a “short-form” merger of Brock Acquisition Corporation with Baldor under Missouri law, without a meeting of Baldor shareholders, which may include the exercise by ABB of the “top up” option in accordance with the terms of the merger agreement. ABB expects to complete the short-form merger within the next two weeks. Upon the closing of the short-form merger, ABB will acquire all the remaining Baldor shares for $63.50 and the Baldor shares will no longer be listed on the New York Stock Exchange.
Citi is serving as financial advisor to ABB in connection with the transactions and was the dealer-manager 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.
ABB (www.abb.com) provides power and automation technologies that enable utility and industry customers to improve performance and lower environmental impact. The ABB Group of companies operates in around 100 countries and employs about 117,000 people.
Baldor Electric Company (www.baldor.com) markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. Baldor employs approximately 7,000 people and is headquartered in Fort Smith, Arkansas, USA.
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– Edited by Mark T. Hoske, CFE Media, Control Engineering, www.controleng.com.