Siemens Dresser Rand Merger Agreement

Rights are exercised only if a person or group of persons related or related (with the exception of Siemens or one of its related or associated companies acting under the merger agreement) acquires economic ownership of 10% or more of the company`s common shares. The plan provides that ownership of shareholders holding 10% or more of the company`s common shares at the time of the plan`s adoption is large, but that the rights may be exercised if, at any time, such a shareholder increases its share of ownership by 1% or more. Derivatives stakes in the company`s common shares, such as swap agreements. B, whether or not these agreements result in the right to control voting rights or the sale of the underlying securities, are also considered commercial ownership of the underlying common stock within the meaning of the plan. In a joint statement announcing the sale, Siemens, with a market value of nearly $85 billion, announced its intention to operate Dresser-Rand as the company`s stand-alone oil and gas business. Under the agreement, Dresser-Rand will continue to work under its existing brand name and retain its current management team. “After a thorough and competitive process, we are pleased to have reached this agreement with Siemens, as it maximizes value and brings significant benefits to all Dresser-Rand stakeholders,” said Vincent R. Volpe Jr., President and Chief Executive Officer of Dresser-Rand. “Dresser-Rand shareholders receive immediate considerations and certain cash for their shares at an attractive premium to the company`s unaffected share price. This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, plans, objectives, objectives, strategies, future events, future bookings, revenues or services, investments, financing needs, plans or intentions regarding acquisitions, business trends, executive compensation and other non-historical information.

The words “expected,” “believe,” “expected,” “intentional,” “appear,” “Outlook,” and similar expressions identify such forward-looking statements. While the Company believes that these statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could significantly defer expected results and results. These factors, risks and uncertainties include: economic or industrial slowdown; Reservation variability due to volatile market conditions, subjective customers when ordering and timing of large orders; volatility and disruption in credit markets; its inability to generate cash and obtain capital on reasonable terms; its inability to implement its business strategy; Its ability to meet local content requirements Delays in third-party delivery; cost overruns and fixed-price contracts; its ability to implement potential tax strategies; Competition in its markets; Failure to complete or realize the expected benefits of acquisitions, joint ventures or strategic investments; economic, political, monetary and other risks related to international sales and operations; exchange rate fluctuations and exchange rate fluctuations; Loss of management Costs and commitments related to compliance with environmental legislation; are not in a position to maintain the warranty that is acceptable to their customers; The lack of negotiation of new collective agreements; a failure or impairment of the security of the information system Unforeseen product requirements and regulations intellectual property infringement or infringement of the intellectual property of others; Pension expenses and funding requirements Difficulties in setting up an information management system and the brand name of the company can be confused with others.