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Merger Agreement with National Oilwell Varco, Inc. | 9 Months Ended
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Aug. 28, 2011
Business Combinations [Abstract] |
Merger Agreement with National Oilwell Varco, Inc. [Text Block] | MERGER AGREEMENT WITH NATIONAL OILWELL VARCO, INC. On July 1, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with National Oilwell Varco, Inc., a Delaware corporation (“Parent” or "NOV"), and NOV Sub A, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of Common Stock, par value $2.50 per share, of the Company (“Common Stock”) (other than shares (i) owned by Parent, Merger Sub, or any other direct or indirect wholly-owned subsidiary of Parent (ii) held in the treasury of the Company, (iii) owned by any direct or indirect wholly-owned subsidiary of the Company or (iv) owned by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights under Delaware law), will be automatically cancelled and converted into the right to receive $85.00 in cash (the “Merger Consideration”) and any declared but unpaid dividends; and each option to purchase a share of Common Stock would be converted into the right to receive the Merger Consideration, net of the option exercise price, in each case less applicable withholding taxes and without interest. On September 15, 2011, the Company and Parent announced that they have received notice from the Department of Justice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger remains subject to customary closing conditions including approval of the Merger Agreement and the Merger by the Company’s stockholders, the absence of any material adverse effect on the Company’s business and other customary closing conditions. A special meeting of the Company's stockholders will take place on October 5, 2011 to consider and vote on proposals related to the Merger. The Merger is expected to close immediately after approval of stockholders. In connection with the Merger, the Company filed a definitive proxy statement with the Securities and Exchange Commission on September 7, 2011. Stockholders of the Company are urged to read the proxy statement and other relevant documents because they contain important information about the transaction.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + Details
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