Antitrust Law Daily Wrap Up, ANTITRUST NEWS: Department of Justice to Take Closer Look at National Oilwell Varco- Robbins and Myers Combination, (Dec 10, 2012)

By Tobias J. Gillett, J.D., LLM.

Engineered equipment manufacturer Robbins and Myers, Inc. has announced that the U.S. Department of Justice Antitrust Division has requested additional time to complete review of the deal under which National Oilwell Varco would acquire Robbins and Myers. The companies have also announced that they have received supplemental information requests from the Canadian Competition Bureau, pursuant to the Competition Act of Canada. Compliance with the requests and the Department of Justice’s review process will likely push the closing date for their transaction into 2013.

National Oilwell Varco, a Houston, Texas-based global manufacturer of oilfield equipment and provider of oilfield services, announced plans to acquire Robbins & Myers, Inc., a Willis, Texas-based manufacturer of equipment for the global energy, industrial, chemical and pharmaceutical markets, in August 2012. The agreement valued Robbins & Myers at $60 per share in cash, for a total of over $2.5 billion.

On October 25, 2012, the companies announced receipt of a second information request under the Hart-Scott-Rodino Antitrust Improvements Act from the Department of Justice. That request extended the waiting period for the transaction to thirty days from the time the companies complied with the request, unless the Department of Justice closed the period sooner.

The companies announced that they had certified substantial compliance with the request on November 27, 2012, with a waiting period that would expire on December 27, 2012, barring a challenge to the deal from the Department of Justice. However, the companies have announced that the Department of Justice has requested additional time to complete its review of the transaction, and that the companies are currently discussing the parameters of a timing agreement.

The Competition Act of Canada contains a similar thirty-day waiting period provision, although the Competition Bureau may choose to terminate the period sooner. Although the companies had targeted a fourth-quarter 2012 closing for the transaction, their continued negotiations with the Department of Justice and their compliance with the request from the Competition Bureau will likely move the closing date into 2013.

However, the company still intends to hold its special shareholder meeting to approve the acquisition on December 27, 2012.

News: Antitrust