Oilgear (NASDAQ:OLGR)
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From Jun 2019 to Jun 2024
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.