ABB Successfully Completes Tender Offer For Baldor Common Stock
ABB Ltd (NYSE: ABB), the leading power and automation technology group, and Baldor Electric Company (NYSE: BEZ), a North American leader in industrial motors, are pleased to announce the successful completion of the cash tender offer for all the 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 January 25, 2011, was made pursuant to the merger agreement entered into between ABB and Baldor as of November 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shares of common stock of Baldor, which represents 89.38% of the 47,455,713 outstanding shares, were tendered and not withdrawn pursuant to the tender offer, including 2,907,369 shares that were tendered pursuant to notices of guaranteed delivery. According to the terms of the tender offer, shares that were validly tendered and not validly withdrawn have been accepted for payment.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.
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