UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2015
Dresser-Rand Group Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32586 | 20-1780492 |
(State or other jurisdiction of incorporation) |
Commission File Number | (I.R.S. Employer Identification Number) |
West8 Tower, Suite 1000, 10205 Westheimer Road, Houston, Texas |
77042 |
112 Avenue Kleber, Paris, France | 75784 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (713) 354-6100 (Houston) |
+33 156 26 71 71 (Paris) |
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
On February 13, 2015, the Company issued a press release announcing it has been notified that the European Commission will be initiating a Phase II review of the Company’s proposed merger with Siemens, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description |
99.1 | Press Release issued February 13, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DRESSER-RAND GROUP INC. | |||
Date: February 13, 2015 | By: | /s/ Mark F. Mai | |
Name: | Mark F. Mai | ||
Title: | Vice President, General Counsel & Secretary |
EXHIBIT INDEX
Exhibit Number |
Description |
99.1 | Press Release issued February 13, 2015 |
European Commission Extends Review of Proposed Merger between Dresser-Rand and Siemens
HOUSTON, Feb. 13, 2015 /PRNewswire/ -- Dresser-Rand Group Inc. ("Dresser-Rand" or the "Company") (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, has been notified that the European Commission will be initiating a Phase II review of the Company's proposed merger with Siemens. The Company still expects the transaction to close in the summer of 2015, or earlier, subject to regulatory approval in Europe and certain other jurisdictions, and the satisfaction of other customary closing conditions. The transaction has received regulatory approval in the United States, Brazil, Canada, Russia and South Korea.
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 Brazil, and maintains a network of 51 service and support centers (including 7 engineering and R&D centers) covering more than 150 countries.
Forward Looking Statements
Any statements in this communication about the Company's expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance, including statements regarding the Company's proposed merger with Siemens, the expected timetable for completing the transaction, benefits and synergies of the transaction and future opportunities for the combined company that are not historical facts are forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Reform Act of 1995. In some cases, forward-looking statements can be identified by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "outlook," "guidance" and similar expressions, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to satisfy any of the closing conditions contained in the merger agreement, (3) risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed transaction and (4) the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally. Additional risks are described under Item 1A, "Risk Factors," in the Company's periodic filings with the SEC, including the Company's annual report on Form 10-K for the year ended December 31, 2013 and subsequently filed quarterly reports on Form 10-Q. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by the Company, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date of this communication, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after such date.
DRC-FIN
www.dresser-rand.com
CONTACT: Investors, Blaise Derrico, Vice President Investor Relations (713) 973-5497