The Oilgear Company Announces Agreement to Be Acquired by an Affiliate of Mason Wells for $15.25 Per Share
August 28 2006 - 7:46AM
Business Wire
The Oilgear Company (NASDAQ:OLGR) announced today that it has
signed a definitive merger agreement to be acquired by Mason Wells
Buyout Fund II, Limited Partnership, an affiliate of the
Milwaukee-based private equity firm Mason Wells. Under the terms of
the merger agreement, each outstanding share of Oilgear's common
stock will be converted into the right to receive $15.25 in cash.
Oilgear currently has 2,039,034 shares of common stock outstanding.
The proposed merger is expected to be completed by the end of 2006,
and is subject to approval by Oilgear's shareholders and other
customary closing conditions. Oilgear's board of directors
unanimously approved the merger agreement, and its directors and
executive officers have each indicated they intend to vote in favor
of the merger (including five executives who have entered into
voting agreements with the acquiror). "We believe this transaction
will greatly benefit our shareholders, employees and customers,"
said David Zuege, Oilgear's President and Chief Executive Officer.
"The challenges of being a public company of our size have made it
increasingly difficult for us to achieve our growth potential in
today's very competitive global fluid power marketplace. With the
financial strength and resources of the Mason Wells team, the
company will be able to expand our range of products and continue
to provide creative solutions for our customers' fluid power
applications." John Byrnes, Executive Managing Director of Mason
Wells, said "We are very excited about our investment in Oilgear.
We believe that the strength of Oilgear's product line, and the
knowledge and skill of its employees, combined with our equity
capital and other resources, will position the company for
long-term success." In addition, it was announced that Mr. Richard
Armbrust will serve as President of Oilgear upon the closing of the
merger. Mr. Armbrust has extensive managerial leadership
experience, serving for the past fifteen years as chief executive
officer or division president for a variety of companies including
ABB Inc. and Invensys PLC (where, among other things, he had
overall management responsibility for its Rexnord operations). Mr.
Byrnes said, "We are very happy that Rick is joining Oilgear. His
track record of leadership, creative thinking and business success
in industrial markets will enhance Oilgear's already strong
management team." Mr. Zuege added, "I am also very pleased that Mr.
Armbrust will be joining as President and will become my successor
as Chief Executive Officer, and I am enthused about working with
him to provide a smooth leadership transition." Mr. Armbrust added,
"Oilgear's management has done a great job of positioning the
company for growth in the industry. Oilgear will be the surviving
corporation in the merger and we intend to keep the company's
headquarters here in Milwaukee. We look forward to working with the
talented group of loyal employees Oilgear has assembled." About
Oilgear A leader in the fluid power industry, The Oilgear Company
provides advanced technology in the design and production of unique
fluid power components and electronic controls. The company serves
customers in the primary metals, machine tool, automobile,
petroleum, construction equipment, chemical, plastic, glass,
lumber, rubber and food industries. Its products are sold as
individual components or integrated into high performance
applications. About Mason Wells Founded in 1982, Mason Wells is a
leading Midwest-based private equity firm that manages over $500
million of capital through Mason Wells Buyout Funds and Mason Wells
Venture Fund. Since its founding, Mason Wells has closed more than
60 transactions through the Mason Wells Buyout Funds and its
predecessor funds. Mason Wells Buyout Fund II was established in
December 2005 as a $300 million fund raised to make
control-oriented buyout investments of middle market companies
primarily located in the Midwestern U.S. Where You Can Find
Additional Information The Oilgear Company will promptly file with
the SEC a current report on Form 8-K, which will include the merger
agreement and related documents. In connection with the proposed
merger, The Oilgear Company will file with the Securities and
Exchange Commission (the "SEC"), and will furnish to its
shareholders a proxy statement. SHAREHOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO
SHAREHOLDERS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Shareholders will be able to obtain a
free-of-charge copy of the proxy statement (when available) and
other relevant documents filed with the SEC from the SEC's website
at www.sec.gov. Shareholders will also be able to obtain a
free-of-charge copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or
telephone to The Oilgear Company, 2300 South 51st Street,
Milwaukee, Wisconsin 53219-2340, attention: Corporate Secretary,
telephone 414-327-1700. This announcement is neither a solicitation
of proxy, an offer to purchase nor a solicitation of an offer to
sell shares of The Oilgear Company. The Oilgear Company and certain
of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed
to be "participants" in the solicitation of proxies from
shareholders of The Oilgear Company in favor of the proposed
merger. Information regarding the persons who may be considered
"participants" in the solicitation of proxies will be set forth in
The Oilgear Company's proxy statement when it is filed with the
SEC. Information regarding certain of these persons and their
beneficial ownership of The Oilgear Company common stock as of
March 31, 2006 is also set forth in the Schedule 14A filed by The
Oilgear Company on April 19, 2006 with the SEC. Special Note
Regarding Forward-Looking Statements Certain matters discussed in
this press release are "forward-looking statements" intended to
qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such
because the context of the statement will include words such as we
believe, anticipate, expect or words of similar import. Similarly,
statements that describe The Oilgear Company's future plans,
objectives, strategies or goals are also forward-looking
statements. Forward-looking statements include statements about the
expected timing, completion and effects of the proposed merger. In
addition, The Oilgear Company may not be able to complete the
proposed merger on the terms described above or other acceptable
terms or at all because of a number of factors, including the
failure to obtain shareholder approval or the failure to satisfy
the other closing conditions. These factors, and other factors that
may affect the business or financial results of The Oilgear Company
are described in The Oilgear Company's filings with the SEC,
including The Oilgear Company's annual report on Form 10-K for the
fiscal year ended December 31, 2005. Shareholders, potential
investors and other readers are urged to consider these risks
carefully in evaluating the forward-looking statements made herein
and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements made
herein are only made as of the date of this press release and The
Oilgear Company disclaims any obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.
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