HOUSTON, Dec. 7, 2011 /PRNewswire/ -- Dresser-Rand
Group Inc. ("Dresser-Rand" or, collectively with its affiliates,
the "Company") (NYSE: DRC), a global supplier of rotating equipment
and aftermarket parts and services, has signed a definitive
agreement to acquire Synchrony, Inc. The transaction is
expected to close in January 2012.
Synchrony is a technology development company with a portfolio
of world-class technologies and products including active magnetic
bearings (AMB), high speed motors and generators, and power
electronics for clean, efficient, and reliable rotating
machinery. A private company founded in 1993, Synchrony is
headquartered in Roanoke County,
Virginia, where it develops, manufactures, and tests its
products in an ISO 9001-certified facility which includes a
best-in-class model shop for rapid prototype fabrication and
assembly.
According to Christopher Rossi,
Dresser-Rand's Vice President of Technology and Business
Development, "Several years ago we identified the strategic
importance of being able to offer oil-free solutions in high speed
rotating equipment applications. The overall value proposition for
eliminating auxiliary oil systems centers around three principles:
a) reduced footprint and weight in platform and FPSO applications
which generates overall CAPEX savings in the construction phase, b)
oil-lubricated bearings in subsea applications are neither
practical nor reliable, and c) lubrication oil in compressor and
steam turbine applications in general needs to be reconditioned and
ultimately discarded as it is mixed with process gas or steam, thus
making it environmentally unfriendly.
"As we believe that this technology will need to develop on an
ongoing basis along with the normal evolution of the other
components of our compressor and turbine offerings, we made the
decision that we either needed to invest in our own internal
R&D effort or acquire excellent design capacity in the
marketplace.
"After an extensive technology assessment process we concluded
that we have found, what we believe to be, the best technology that
exists today in the form of Synchrony.
"We believe that the seamless integration of this capability
into our product development process will provide us with the
ability to continuously improve our overall equipment designs, and
is the fastest and least expensive way to build this capability
internally.
"Synchrony has already realized this value in the defense, HVAC,
wastewater, and renewable energy markets, and will continue to
supply its products and technology to leading rotating equipment
manufacturers in these respective markets."
Under the agreement, Dresser-Rand will acquire Synchrony, Inc.
for approximately $50 million net of
cash acquired. The agreement includes the potential for
additional consideration of up to a maximum of $10 million tied to technical milestones and to
business performance. It should be noted that the operating costs
for this acquisition are already included in the Company's guidance
for 2012 previously provided.
Dr. Victor Iannello, Synchrony's
CEO and President, added, "We are truly excited about becoming part
of Dresser-Rand as we believe its global presence and resources
will accelerate our growth. I am confident that the combination of
Dresser-Rand and Synchrony provides for new opportunities and
unparalleled value for our business partners."
About Dresser-Rand
Dresser-Rand is among the largest suppliers of rotating
equipment solutions to the worldwide oil, gas, petrochemical, and
process industries. The Company operates manufacturing
facilities in the United States,
France, United Kingdom, Spain, Germany, Norway, India, and China, and maintains a network of 45 service
and support centers (including 6 engineering and R&D centers)
covering more than 140 countries. Dresser-Rand has principal
offices in Paris, France, and
Houston, Texas.
This news release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, without limitation,
the Company's plans, objectives, goals, strategies, future events,
future revenue, or performance, capital expenditures, financing
needs, plans, or intentions relating to acquisitions, business
trends, executive compensation, and other information that is not
historical information. The words "anticipates", "believes",
"expects," "intends", "appears", and similar expressions identify
such forward-looking statements. Although the Company
believes that such statements are based on reasonable assumptions,
these forward-looking statements are subject to numerous factors,
risks, and uncertainties that could cause actual outcomes and
results to be materially different from those projected.
These factors, risks and uncertainties include, among others, the
following: potential for material weaknesses in its internal
controls; economic or industry downturns; the variability of
bookings due to volatile market conditions, subjectivity Clients
exercise in placing orders, and timing of large orders; volatility
and disruption of the credit markets; its inability to generate
cash and access capital on reasonable terms and conditions; its
inability to implement its business strategy to increase
aftermarket parts and services revenue; its ability to implement
potential tax strategies; competition in its markets; failure to
complete or achieve the expected benefits from any future
acquisitions; economic, political, currency and other risks
associated with international sales and operations; fluctuations in
currencies and volatility in exchange rates; loss of senior
management; environmental compliance costs and liabilities; failure
to maintain safety performance acceptable to its Clients; failure
to negotiate new collective bargaining agreements; unexpected
product claims and regulations; infringement on its intellectual
property or infringement on others' intellectual property; its
pension expense and funding requirements; difficulty in
implementing an information management system; and the Company's
brand name may be confused with others. These and other risks
are discussed in detail in the Company's filings with the
Securities and Exchange Commission at www.sec.gov. Actual
results, performance, or achievements could differ materially from
those expressed in, or implied by, the forward-looking
statements. The Company can give no assurances that any of
the events anticipated by the forward-looking statements will occur
or, if any of them does, what impact they will have on results of
operations and financial condition. The Company undertakes no
obligation to update or revise forward-looking statements, which
may be made to reflect events or circumstances that arise after the
date made or to reflect the occurrence of unanticipated events
except as required by applicable laws. For information about
Dresser-Rand, go to its website at www.dresser-rand.com.
DRC-FIN
SOURCE Dresser-Rand Group Inc.