Key Developments: National Oilwell Varco Inc (NOV.N)
7 Mar 2014
Latest Key Developments (Source: Significant Developments)
Robbins & Myers Inc announced that it and National Oilwell Varco Inc have entered into a timing agreement with the United States Department of Justice (DOJ) pursuant to which Robbins & Myers and National Oilwell Varco have agreed to provide at least 30 days notice to the DOJ prior to consummating the proposed merger transaction in which National Oilwell Varco would acquire all of the outstanding shares of Robbins & Myers for $60.00 per share in cash (the Merger). The parties are continuing to provide information to the DOJ; however without DOJ consent, the Merger cannot close prior to February 18, 2013. the plaintiff in the previously disclosed shareholder law suit pending in the United States District Court for the Southern District of Ohio agreed not to pursue injunctive relief to enjoin the special meeting of shareholders scheduled for December 27, 2012. Full Article
National Oilwell Varco Inc announced that Clay Williams has been named President and Chief Operating Officer of National Oilwell Varco. Jeremy Thigpen will assume the role of Senior Vice President and Chief Financial Officer. Full Article
National Oilwell Varco Inc announced the pricing of a public offering of $3.0 billion of senior notes, consisting of three tranches: $500,000,000 aggregate principal amount of its 1.35% senior notes due December 1, 2017; $1,400,000,000 aggregate principal amount of its 2.60% senior notes due December 1, 2022; and $1,100,000,000 aggregate principal amount of its 3.95% senior notes due December 1, 2042. The offering is expected to close on November 20, 2012 . The Company intends to use approximately $2.5 billion of the net proceeds from the sale of the senior notes to fund a portion of the purchase price for the acquisition of Robbins & Myers, Inc. (the “Robbins & Myers Acquisition”), which it currently expects to close in the fourth quarter of 2012. The remaining net proceeds will be used for other general corporate purposes. If the Company does not consummate the Robbins & Myers Acquisition or the consummation of the Robbins & Myers Acquisition is delayed until the first quarter of 2013, the net proceeds intended to be used to fund such acquisition will be used for other general corporate purposes, including the funding of ongoing operations and other acquisitions by the Company. Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. Full Article
National Oilwell Varco Inc announced Board of Directors has approved an increase in the regular quarterly cash dividend to $0.13 per share of common stock, payable on December 21, 2012 to each stockholder of record on December 7, 2012. Full Article
National Oilwell Varco Inc announced that its Board of Directors declared the regular quarterly cash dividend of $0.12 per share of common stock, payable on September 28, 2012 to each stockholder of record on September 14, 2012. Full Article
Robbins & Myers, Inc. and National Oilwell Varco, Inc. Announce Merger Agreement at $60.00 per Share in Cash
Robbins & Myers, Inc. and National Oilwell Varco, Inc. announced that they have entered into an agreement under which National Oilwell Varco will acquire Robbins & Myers in an all cash transaction that values Robbins & Myers at approximately $2.5 billion. Under the agreement, Robbins & Myers' shareholders will receive $60.00 per share in cash in return for each of the approximately 42.4 million shares outstanding (the Transaction). The Boards of Directors of National Oilwell Varco and Robbins & Myers have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of two-thirds of Robbins & Myers shareholders. Closing would be expected to occur in the fourth quarter of calendar 2012. Robbins & Myers' largest shareholder, M.H.M. & Co., Ltd, which owns approximately 10% of the outstanding common shares of Robbins & Myers (Common Stock) has agreed to vote its Common Stock in favor of the Transaction in accordance with the terms of a support agreement entered into in respect of the Transaction. The support agreement will terminate in the event the merger agreement is terminated in accordance with recommendation of the Board of Robbins & Myers. In connection with this transaction, Citigroup Global Markets acted as lead financial advisor and Thompson Hine LLP acted as legal advisor to Robbins & Myers. Fulbright & Jaworski LLP acted as legal advisor to National Oilwell Varco. Full Article
National Oilwell Varco, Inc. announced that most markets it serves have remained buoyant, despite lower commodity prices, and the Company expects solid results for the second half of 2012. According to I/B/E/S Estimates, analysts were expecting the Company to report revenue of $4.919 billion and EPS of $1.49 for the third quarter of 2012; revenue of $5.045 billion and EPS of $1.55 for the fourth quarter of 2012. Full Article
National Oilwell Varco, Inc.'s NOV Distribution Services ULC Completes Acquisition Of CE Franklin Ltd.
National Oilwell Varco, Inc. and CE Franklin Ltd. announced that NOV Distribution Services ULC (NDS), a wholly-owned subsidiary of NOV, has completed its previously-announced acquisition of CE Franklin pursuant to a plan of arrangement. The arrangement resulted in NDS acquiring all of the issued and outstanding common shares of CE Franklin for cash consideration of CAD$12.75 per share. The arrangement was approved by the shareholders of CE Franklin and by the Court of Queen's Bench of Alberta on July 16, 2012. Articles of Arrangement have been filed by CE Franklin with the Registrar of Corporations for the Province of Alberta (pursuant to section 193 of the Business Corporations Act (Alberta)) and the arrangement became effective immediately. Pursuant to the arrangement, NDS paid an aggregate of approximately CAD239 million to acquire CE Franklin. CE Franklin is now a wholly owned subsidiary of NDS. The common shares of CE Franklin are expected to be voluntarily delisted from the TSX and NASDAQ by the end of July 2012. Full Article
National Oilwell Varco, Inc. Completes Acquisition Of Wilson Distribution Business Segment From Schlumberger Limited
National Oilwell Varco, Inc. announced the closing of its previously announced acquisition of Wilson distribution business segment from Schlumberger Limited. Wilson is a distributor of pipe, valves and fittings as well as mill, tool and safety products and services. Financial terms were not mentioned. Full Article
Schlumberger Limited Announces Agreement With National-Oilwell Varco, Inc. To Sell Wilson International Inc.
Schlumberger Limited announced that it has entered into an agreement with National-Oilwell Varco, Inc. to sell its Wilson distribution business. Schlumberger acquired Wilson International Inc. as part of the acquisition of Smith International in 2010. Closing of the transaction is subject to customary regulatory approvals. The Company manages a distribution business of approximately 200 sales and operations locations across the United States with a growing presence in other key international geographies. Financial terms and conditons were not disclosed. Full Article
Jan 31 - National Oilwell Varco Inc, the largest U.S. oilfield equipment provider, reported a better-than-expected adjusted quarterly profit, boosted by strength in its business that helps prepare oil and gas wells for production.