Exhibit 99.1
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NEWS RELEASE
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For Additional Information Contact:
David A. Zuege (414) 327-1700 |
For Immediate Release
THE OILGEAR COMPANY ANNOUNCES AGREEMENT TO BE ACQUIRED BY AN
AFFILIATE OF MASON WELLS FOR $15.25 PER SHARE
Milwaukee, Wis., August 28, 2006...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
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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 51
st 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.
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