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Rockwell to sell mechanical and motor business to Baldor

Milwaukee, WI -- Rockwell Automation, Inc. has signed an agreement to sell the company's Dodge mechanical and Relia...


Milwaukee, WI — Rockwell Automation, Inc. has signed an agreement to sell the company’s Dodge mechanical and Reliance Electric motors and motor repair services businesses — known as the ‘Power Systems business’ — to Baldor Electric Company, Fort Smith, AR.

Baldor markets, designs, and manufactures industrial electric motors, drives and generators. It will purchase 100% of the equity interest in the Power Systems business for US$1.8 billion, comprising $1.75 billion in cash and approximately 1.6 million shares of Baldor common stock, with a market value of $50 million. The transaction is expected to be completed in the first quarter of 2007 and is subject to customary closing conditions and necessary regulatory approvals.

The combined company will be one of the leading North American manufacturers of industrial electric motors and power transmission products. The Power Systems business, which markets its products under the Reliance Electric and Dodge brand names, complements Baldor’s business in industrial electric motors, drives and generators.

“The Reliance and Dodge businesses are a great fit with our existing businesses,” said John McFarland, chairman and chief executive officer of Baldor. “The Power Systems business will complement and add strength to Baldor’s product line. The Power Systems business, like Baldor, provides the best industrial products available in the marketplace and sells them to value-minded customers.

“Dodge products have been available for over 125 years, Reliance motors for over 100 years and Baldor motors for over 85 years. These companies have a long history of customer preference and good profitability. Baldor, Dodge and Reliance have strong reputations in the industrial marketplace. This is a unique opportunity to build a stronger company for our customers, our employees and our shareholders.”

Keith D. Nosbusch, chairman and chief executive officer of Rockwell Automation said, “Baldor is a great company with an outstanding management team. I believe there is a compelling cultural and strategic fit between Baldor and our Reliance and Dodge businesses. Both organizations have similar operating philosophies and are committed to treating employees with respect, delivering high quality products and providing exceptional service to our customers. Power Systems will benefit significantly from ownership that is dedicated to investing on a global basis to create a leading motors and power transmission business.”

For Baldor, this transaction:

-Adds approximately $1 billion in sales with margins higher than Baldor’s
– Provides a manufacturing base in China for the Asian markets
– Extends its product line into power transmission products and larger motors
– Enables Baldor to provide a broader product offering and services to customers
– Provides strong opportunities for synergies and cost savings in the combined businesses
– Addition of the Power Systems management team increases the strength of its management group
– Increases our manufacturing capability and flexibility
– Broadens investor interest in Baldor.

As part of Rockwell Automation, the Power Systems segment generated approximately $1.0 billion in revenue for the 12 months ending September 30, 2006. Baldor expects to realize annual pre-tax synergies of approximately $30 million within three years mainly from the benefits of combined purchasing, working capital management, reduced overhead and increased productivity. The transaction is expected to be approximately $0.10 accretive to Baldor’s earnings in the first full year.

Baldor has received a financing commitment from BNP Paribas to support the transaction and expects to finance the $1.75 billion dollar cash consideration through a combination of debt and approximately $350 million of equity or equity-linked securities.

Upon completion of the transaction, total debt is expected be approximately $1.5 billion. Leverage ratios are expected to decline significantly over the next three years to be in line with our peers as cash flow is generated and synergies are realized.

UBS Investment Bank is acting as the sole financial advisor to Baldor in the transaction.

Rockwell Automation Power Systems is a provider of Dodge power transmission products, including mounted bearings and enclosed gearing, and Reliance Electric industrial motors, including large AC and custom, variable speed and specialty, and small and medium AC motors. Power Systems has approximately 4,300 employees worldwide and 14 manufacturing facilities.

Baldor Electric Company is a manufacturer of industrial electric motors, drives and generators. Baldor had 2005 revenues of $721 million. Baldor has approximately 3,900 employees worldwide and 14 manufacturing facilities.