ROBBINS & MYERS, INC.

Robbins & Myers and NOV have entered into a timing agreement with the United States Department of Justice (“DOJ”) pursuant to which Robbins & Myers and NOV have agreed to provide at least 30 days notice to the DOJ prior to consummation of 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. In addition, as announced by Robbins & Myers on December 7, 2012, Robbins & Myers and NOV received a supplemental information request for information and documents from the Canadian Competition Bureau under the Competition Act of Canada. The effect of the request is to extend the waiting period imposed by the Canadian Act to 30 days after Robbins & Myers and NOV have each complied with the request (unless that period is extended voluntarily by the parties or terminated sooner by the Canadian Competition Bureau). Robbins & Myers and NOV are cooperating with the Canadian Competition Bureau to provide the requested information.

In fiscal 2013, the Company incurred $3.3 million of expense related to the pending Merger, which is included in “Other expense” in the Consolidated Condensed Income Statement.

We are a leading designer, manufacturer and marketer of highly engineered, application-critical equipment and systems for the energy, industrial, chemical and pharmaceutical markets world-wide. By acquiring T-3 Energy Services, Inc. in fiscal 2011, we have expanded and complemented our energy business in our Energy Services segment, and created a stronger strategic platform with better scale to support future growth. We attribute our success to our close and continuing interaction with customers, our manufacturing, sourcing and application engineering expertise and our ability to serve customers globally. We continue to initiate programs to reduce our manufacturing footprint for specific product lines to improve asset utilization, and standardize more of the reactor system product offerings to leverage our supply chain, global manufacturing assets and functional resources. We continue to find new ways to improve the business by leveraging strengths across the Company and identify new synergy opportunities. We are creating an organization with cross-functional teams that are focused on working together to further improve our operating performance, and that are committed to continuous improvement, in order to provide incremental improvements in fiscal 2013. Our business groups are focusing on strategies to enhance our aftermarket sales by being more responsive to our customers’ needs and requirements, while developing new products and services to help achieve even greater productivity and profitability. We also expect to continue our streamlining and profit margin expansion efforts in certain businesses in fiscal 2013 and pursue our organic and strategic growth initiatives to improve our competitiveness, financial results, long-term profitability and shareholder value.

As more fully described in Note 2 of Notes to Consolidated Condensed Financial Statements, on August 8, 2012, we entered into a definitive merger agreement with National Oilwell Varco, Inc. (“NOV,” “National Oilwell Varco”), in an all-cash transaction (the “Merger”). Under the terms of the transaction, which has been approved by the Boards of Directors of both Robbins & Myers and NOV, upon the closing of the merger, our shareholders will receive $60.00 in cash for each common share of Robbins & Myers they own. The consummation of the proposed Merger is conditioned upon customary closing conditions, including, among others: (1) approval of the holders of at least two-thirds of our outstanding common shares; (2) the absence of any injunction, law or order prohibiting the Merger; (3) regulatory approvals, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Competition Act of Canada; (4) in the case of NOV, the absence of any material adverse effect on Robbins & Myers; and (5) in the case of NOV, that the holders of not more than 5% of our outstanding common shares exercise dissenters’ rights under Ohio law. On December 27, 2012, our shareholders approved the Merger, subject to the satisfaction of the remaining closing conditions, and none of our shareholders exercised dissenters’ rights under Ohio law.

We experienced mixed results in the first quarter of fiscal 2013, with improved Company-wide revenue driven by record backlog in both of our segments at the end of the prior year. We are however seeing demand in our energy markets trending lower due to the drop in North American drilling activity, resulting in lower energy segment orders and margins in the first quarter of fiscal 2013 compared with the same period in the prior year. In contrast, we are continuing to see improved performances in our chemical and industrial markets in major geographic areas and end markets, with most products achieving revenue growth and improved margins, driven by higher backlog at the beginning of fiscal 2013 and higher orders in the first quarter of fiscal 2013, along with benefits from our past restructuring and disciplined cost containment initiatives.

Energy Services. Order levels from customers served by our Energy Services segment softened in the first quarter of fiscal 2013 compared with the prior year period. Demand for our energy products was lower in fiscal 2013 from prior year trends due to an increased available supply of oil and natural gas world-wide, resulting in pull-back in oil prices and lower rig count. Record backlog at the beginning of fiscal 2013 resulted in higher sales volume in the first quarter of fiscal 2013 compared with the same period in the prior year; however, the demand for our power sections used in drilling motors was lower in fiscal 2013 resulting in lower margins year-over-year. Our primary objectives for this segment are to grow sales by expanding our geographic reach, improving our selling and product management capabilities, commercializing new products in our niche market sectors, developing new customer relationships, and expanding our aftermarket business. Our Energy Services business segment designs, manufactures, markets, repairs and services equipment and systems including power sections for drilling motors, blow-out preventers, wellhead equipment, frac manifolds and trees, high pressure engineered gate valves, and a broad line of ancillary equipment for the energy sector, such as rod guides, rod and tubing rotators, pipeline closure products and valves. These products are primarily used in upstream oil and gas exploration and recovery applications.