HOUSTON, Dec. 22, 2012 /PRNewswire/ — Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.76 for its
fiscal first quarter ended November, 30, 2012, these results included
$0.05 for costs related to its pending merger with National Oilwell
Varco, Inc. This compares with $0.77 in the prior year first quarter.

Consolidated sales were $257 million in the first quarter of 2013
compared with $237 million in the prior year’s first quarter.
Excluding the impact of currency translation, sales grew $21 million,
or 9%, over the prior year period. The Company reported first quarter
2013 orders of $246 million, a decrease of 2% over the prior year
period excluding the impact of currency translation. First quarter
ending backlog increased to $298 million from $260 million at the end
of the first quarter of fiscal 2012.

Earnings before interest and taxes (EBIT) for the first quarter of
fiscal 2013 were $48 million, which included costs of $3 million
related to its pending merger with National Oilwell Varco. This
compares with $53 million in the prior year first quarter. The lower
profitability in the current year was due to the costs of the pending
merger and a shift in product mix associated with a declining rig count
from the prior year period, which negatively impacted sales of more
profitable drilling product lines.

First Quarter Results by Segment

All comparisons are made against the comparable year-ago quarterly
period unless otherwise stated.

The Company’s Energy Services segment reported sales of $159 million in the first quarter of fiscal
2013, $12 million over the prior year period excluding currency
impacts. EBIT was $43 million compared with $47 million in the prior
year period. A shift in product mix had a negative impact on the
current quarter’s EBIT, as the sales of higher margin drilling system
products were lower compared with the prior year. Ending backlog was
$156 million, higher than the $143 million at the end of the prior year
first quarter.

The Process & Flow Control segment reported sales of $98 million, which were $9 million higher
than the prior year excluding currency impacts. The segment reported
$13 million of EBIT in the first quarter of 2013, compared with $10
million of EBIT in the prior year period. Backlog rose to $143 million
from $117 million at the end of the prior year first quarter.

“Both of our business segments continued to perform well,” said Peter C.
Wallace, President and Chief Executive Officer of Robbins & Myers,
Inc. “The Energy Services segment continues to be impacted by a
reduction in U.S. rig count and lower drilling activity, but still
demonstrated excellent performance. In the Process & Flow Control
segment, we experienced stronger demand in the chemical and industrial
markets. We have steadily improved operating performance in this
segment by leveraging incremental sales volume, while maintaining price
and cost discipline resulting in operating margin of nearly 13% for the
quarter.”

In this release the Company refers to EBIT which is a non-GAAP measure.
The Company uses this measure to evaluate its performance and believes
this measure is helpful to investors in assessing its performance. A
reconciliation of EBIT to net income is included in the condensed
consolidated income statement. EBIT is not a measure of cash available
for use by the Company.

Conference Call

The Company will not be holding a webcast or conference call due to the
pending merger with National Oilwell Varco.

Dividend Declared

Robbins & Myers also announced today that its Board of Directors
approved its regular quarterly cash dividend payment of $0.05 per
share. The dividend is payable on February 8, 2013 to shareholders of
record as of January 7, 2013.

Update on Merger with National Oilwell Varco

Robbins & Myers also announced today that it and National Oilwell Varco,
Inc. have entered into a timing agreement with the United States
Department of Justice (“DOJ”) pursuant to which Robbins & Myers and
National Oilwell Varco have agreed to provide at least 30 days notice
to the DOJ prior to consummating the proposed merger transaction in
which National Oilwell Varco would acquire all of the outstanding
shares of Robbins & Myers for $60.00 per share in cash (the “Merger”).
The parties are continuing to provide information to the DOJ; however
without DOJ consent, the Merger cannot close prior to February 18,
2013.

As previously announced, Robbins & Myers has scheduled its special
meeting of shareholders to consider approval of the Merger for December
27, 2012. As of December 22, 2012, 99.8% of votes cast to date have
voted in favor of the Merger. Votes exceeding the number required to
approve the Merger have been received; however, votes that have been
cast may be rescinded or changed prior to the special meeting of
shareholders.

Robbins & Myers also announced today that the plaintiff in the
previously disclosed shareholder law suit pending in the United States
District Court for the Southern District of Ohio agreed not to pursue
injunctive relief to enjoin the special meeting of shareholders
scheduled for December 27, 2012. In return, the Company withdrew its
pending motion to dismiss and agreed to allow the plaintiff to amend
his complaint. The shareholder law suit pending in the United States
District Court for the Southern District of Texas remains pending and
the defendants, including the Company, have filed a motion to dismiss
that action.

The closing of the Merger is subject to certain closing conditions,
including the approval of Robbins & Myers’ shareholders, clearance from
the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and clearance by the Canadian Competition Bureau under the
Competition Act of Canada. The parties continue to work to obtain the
required clearances, but cannot predict if or when such clearances will
be received or the terms of any such clearances.

About Robbins & Myers

Robbins & Myers, Inc. is a leading supplier of engineered equipment and
systems for critical applications in global energy, industrial, and
chemical markets.

Forward-Looking Statements

Statements set forth in this press release that are not historical facts
are forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements are subject to
numerous risks and uncertainties, many of which are beyond the control
of Robbins & Myers, which could cause actual benefits, results, effects
and timing to differ materially from the results predicted or implied
by the statements. These risks and uncertainties include, but are not
limited to: the failure of our shareholders to approve the merger;
satisfaction of the conditions to the closing of the merger (including
the receipt of regulatory approvals and completion of certain
compliance due diligence); uncertainties as to the timing of the
merger; costs and difficulties relating to the proposed merger;
inability to retain key personnel; changes in the demand for or price
of oil and/or natural gas; and other important risk factors discussed
more fully in Robbins & Myers’ final proxy statement filed with the SEC
on November 30, 2012 in connection with the merger, its Annual Report
on Form 10-K for the year ended August 31, 2012; its recent Current
Reports on Form 8-K; and other reports filed by it with the SEC from
time to time. Robbins & Myers undertakes no obligation to revise or
update publicly any forward-looking statements for any reason.

Additional Information and Where to Find It

In connection with the proposed merger, Robbins & Myers filed its final
proxy statement with the SEC on November 30, 2012, which was also
mailed to Robbins & Myers’ shareholders on such date, and may file
other relevant materials with the SEC as well. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE FINAL PROXY STATEMENT AND ANY
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT ROBBINS & MYERS AND THE PROPOSED MERGER. Investors and security
holders may obtain a free copy of the final proxy statement and other
documents containing information about Robbins & Myers, without charge,
at the SEC’s web site at www.sec.gov. Copies of Robbins & Myers’ SEC filings also may be obtained for free
by directing a request to Robbins & Myers, Inc., 10586 Highway 75
North, Willis, Texas 77378, (936) 890-1064.

Participants in the Solicitation

Robbins & Myers, National Oilwell Varco, and certain of their respective
directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Robbins & Myers’
shareholders in connection with the proposed merger. Information about
Robbins & Myers’ directors and executive officers and the special
interests of these persons in connection with the proposed merger can
be found in the final proxy statement filed by Robbins & Myers with the
SEC on November 30, 2012. Information about National Oilwell Varco’s
directors and executive officers can be found in National Oilwell
Varco’s Annual Report on Form 10-K for its fiscal year ended December
31, 2011, as filed with the SEC on February 23, 2012, and National
Oilwell Varco’s proxy statement relating to its 2012 Annual Meeting of
Shareholders, as filed with the SEC on April 5, 2012. These documents
can be obtained, without charge, at the SEC’s website at www.sec.gov.

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
	(Unaudited)
(in thousands)				November 30, 2012		August 31, 2012
ASSETS
	Current Assets:
		Cash and cash equivalents		$184,873		$166,925
		Accounts receivable		177,715		180,047
		Inventories		175,283		162,713
		Other current assets		13,396		11,206
		Deferred taxes		21,074		21,169
		Total Current Assets		572,341		542,060
	Goodwill & Other Intangible Assets			772,151		773,604
	Deferred Taxes			24,636		25,200
	Other Assets			12,764		12,663
	Property, Plant & Equipment			169,878		169,736
				$1,551,770		$1,523,263
LIABILITIES AND EQUITY
	Current Liabilities:
		Accounts payable		$90,480		$95,698
		Accrued expenses		99,580		99,319
		Current portion of long-term debt		494		153
		Total Current Liabilities		190,554		195,170
	Long-Term Debt – Less Current Portion			–		–
	Deferred Taxes			134,874		134,758
	Other Long-Term Liabilities			103,610		102,056
	Total Equity			1,122,732		1,091,279
				$1,551,770		$1,523,263

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
	(Unaudited)
					Three Months Ended
					November 30,		November 30,
(in thousands, except per share data)					2012		2011
Sales					$257,298		$237,323
Cost of sales					162,545		141,782
Gross profit					94,753		95,541
Selling, general and administrative expenses					43,546		42,960
Other expense					3,318		–
Income before interest and income taxes (EBIT)					47,889		52,581
Interest (income), net					(14)		(61)
Income before income taxes					47,903		52,642
Income tax expense					15,752		17,187
Net income including noncontrolling interest					32,151		35,455
Less: Net income attributable to noncontrolling interest					123		198
Net income attributable to Robbins & Myers, Inc.					$32,028		$35,257
Net income per share:
	Basic				$0.76		$0.77
	Diluted				$0.76		$0.77
Weighted average common shares outstanding:
	Basic				42,189		45,842
	Diluted				42,379		46,060

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION
(Unaudited)
					Three Months Ended
					November 30,		November 30,
(in thousands)					2012		2011
Customer Sales
	Energy Services				$159,293		$146,988
	Process & Flow Control				98,005		90,335
	Total				$257,298		$237,323
Income Before Interest and Income Taxes (EBIT)
	Energy Services				$43,235		$47,298
	Process & Flow Control				12,552		10,070
	Corporate and Eliminations				(7,898)		(4,787)
	Total				$47,889		$52,581
Depreciation and Amortization
	Energy Services				$6,245		$5,789
	Process & Flow Control				2,050		2,019
	Corporate and Eliminations				64		84
	Total				$8,359		$7,892
Customer Orders
	Energy Services				$145,211		$169,465
	Process & Flow Control				101,192		84,573
	Total				$246,403		$254,038
Backlog
	Energy Services				$155,551		$142,971
	Process & Flow Control				142,672		116,948
	Total				$298,223		$259,919

Note: EBIT is a non-GAAP measure. The Company uses this measure to
evaluate its performance and believes this measure is helpful to
investors in assessing its performance. A reconciliation of this
measure to net income is included in our Condensed Consolidated Income
Statement. EBIT is not a measure of cash available for use by the
Company.

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
			Three Months Ended
			November 30,		November 30,
(in thousands)			2012		2011
Operating activities:
	Net income including noncontrolling interest		$32,151		$35,455
	Depreciation and amortization		8,359		7,892
	Working capital		(15,672)		(16,036)
	Other changes, net		(246)		1,610
Cash provided by operating activities			24,592		28,921
Investing activities:
	Capital expenditures, net of nominal disposals		(5,069)		(6,813)
Cash used by investing activities			(5,069)		(6,813)
Financing activities:
	Proceeds of long-term debt, net		341		450
	Share repurchase program		–		(15,607)
	Dividends paid		(2,110)		(2,067)
	Other changes, net		(386)		970
Cash used by financing activities			(2,155)		(16,254)
Exchange rate impact on cash			580		(5,007)
Increase in cash			17,948		847
Cash and cash equivalents at beginning of period			166,925		230,606
Cash and cash equivalents at end of period			$184,873		$231,453

SOURCE Robbins & Myers, Inc.