Dresser-Rand To Acquire Grupo Guascor

March 2011, Vol. 238 No. 3

Dresser-Rand Group Inc. announced March 3 that it has signed a Share Purchase Agreement to acquire Grupo Guascor S.L. for an enterprise value of euro 500 million ($690 million) in a cash and stock transaction.

The enterprise value includes the assumption of approximately euro 125 million ($172 million) in net debt. The transaction is currently planned to close in the second quarter of 2011 subject to various conditions, including receipt of a variety of regulatory approvals, licenses and clearances, which may not be satisfactorily obtained.

Grupo Guascor is a private company founded in 1966, headquartered in Vitoria-Gasteiz, Spain. GG’s estimated revenues and adjusted EBITDA for 2010 were approximately euro 311 million ($413 million) and euro 49 million ($65 million), respectively, and as of December 31, 2010, it held total assets of approximately euro 407 million ($545 million). GG is a leading supplier of diesel and gas engines providing customized energy solutions across worldwide energy infrastructure markets based upon reciprocating engine power systems technologies. GG also has substantial experience in bio-energy and distributed generation applications.

“We are excited about our potential investment in Guascor and we believe this transaction can create significant and immediate value,” said Vince Volpe, Dresser-Rand’s President & CEO. “We view this as an outstanding strategic fit and a very compelling financial opportunity that we expect will benefit clients, stockholders and employees of both companies. A significant portion of the purchase price will be paid in Dresser-Rand stock. We intend to purchase an equivalent number of shares in a share repurchase program, thereby making this deal essentially a synthetic cash transaction. The proposed transaction is consistent with the objectives we outlined at our November 11, 2010, Investor / Analyst Day meeting.”

“On a strategic level, we believe the gas and diesel engine technology is a good fit for both power generation and compressor drive applications in our traditional oil and gas markets,” said Volpe. “Using the existing Dresser-Rand new units and aftermarket service channels, Guascor will use its technology to gain access to markets and geographies it previously did not serve. Similarly, by utilizing Guascor’s existing market channels and overall project development expertise, the Dresser-Rand products presently being offered into the environmental space should increase significantly, particularly in power generation new unit and aftermarket sales opportunities.”