Exhibit 99-1
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For Release: Immediately
Company Contact: Xxxxxxx Xxxx, Executive Vice President of
Finance and Chief Financial Officer
(000) 000-0000, ext. 133
Xxxxx Ticonderoga and Jarden Corporation Sign Exclusivity Agreement.
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HEATHROW, Fl., January 12, 2004 ---- Xxxxx Ticonderoga Company (AMEX:DXT)
announced today that it and Jarden Corporation (NYSE:JAH) have signed an
exclusivity agreement that will allow Jarden until 5:00 p.m. on February 10,
2004, subject to earlier termination under certain circumstances (the
"termination date") to evaluate a potential transaction among Jarden and Xxxxx
in which Jarden or its affiliate may acquire all of the outstanding shares of
Xxxxx'x common stock, and to negotiate the terms of related definitive
documentation. After discussions and negotiations held by representatives of
both Jarden and Xxxxx, Jarden expressed an interest in acquiring all outstanding
Xxxxx shares of common stock at a price of $5 per share, subject to, among other
things, due diligence and entering into definitive acquisition agreements.
Jarden has begun a due diligence review of Xxxxx that may continue until the
termination date of the exclusivity agreement.
The exclusivity agreement provides that neither Xxxxx nor Jarden is
obligated to enter into a definitive agreement with respect to a transaction or
any tender offer, merger, asset sale or any other form of business combination.
Because any potential transaction contemplated by the exclusivity agreement is
subject to several conditions, including the negotiation of definitive
documents, Jarden's due diligence review, and the approval of the terms of any
transaction by Xxxxx'x board of directors, it is not possible to determine
whether a transaction with Jarden can or will be consummated.
Xxxxx also announced that on January 9, 0000, Xxxx X. Xxxx, Xxxxx'x
Chairman of the Board and Co-CEO entered into an option agreement which grants
Jarden, under certain conditions, an option exercisable until six months after
the termination date to buy 440,000 shares of his Xxxxx common stock at a
purchase price of $5 per share, and a support agreement which provides him with
certain severance benefits if a transaction with Jarden is consummated. In order
to accommodate Jarden's desire to retain certain executives of Xxxxx for periods
ranging from 12 to 36 months if a transaction with Jarden is consummated, other
executives of Xxxxx also entered into support agreements with Jarden which
provide them with certain severance benefits if a transaction with Jarden is
consummated and they remain in the employ of Xxxxx upon the terms and conditions
provided in their support agreements.
The option agreement obligates Mr. Pala to vote the optioned shares in
favor of the approval of any transaction contemplated by any definitive
agreement that may be entered into with Jarden and against any takeover proposal
or other corporate action that would frustrate the purposes, or prevent or delay
the consummation of any transactions contemplated by any definitive agreement
with Jarden. The optioned shares represent approximately 13.74% of the currently
issued and outstanding shares of Xxxxx common stock. The option agreement was a
condition to Jarden's entering into the exclusivity agreement and committing the
resources and incurring the costs attendant to its evaluation of a potential
transaction with Xxxxx. The board reviewed and considered the material terms of
the option agreement in connection with its approval of the exclusivity
agreement.
Both the exclusivity agreement and the option and support agreements are
exhibits to a Current Report on Form 8-K concurrently filed by Xxxxx with the
Securities and Exchange Commission. The statements in this press release
relating to the terms of both agreements are qualified in their entirety by the
terms of the agreements.
Xxxxx, with operations dating back to 1795, is one of the oldest publicly
held companies in the U.S. Its consumer group manufactures and markets a wide
range of writing instruments, art materials and office products, including the
well-known Ticonderoga(R), Prang(R) and Xxxxx(R) brands. Headquartered in
Heathrow, Florida, Xxxxx employs approximately 1,600 people at 8 facilities in
the U.S., Canada, Mexico, the U.K. and China.
Jarden Corporation is a provider of niche consumer products used in and
around the home, under brand names including Ball(R), Bernardin(R), Xxxxxxxx(R),
Diamond(R), FoodSaver(R), Xxxxxxx(R), Xxxx(R), Lehigh(R) and Xxxxxx-Xxxxx(R). In
North America, Jarden markets products in several consumer categories, including
home canning, home vacuum packaging, kitchen matches, branded retail plastic
cutlery, toothpicks and rope, cord and twine. Jarden also manufactures zinc
strip and a wide array of plastic products for third party consumer product and
medical companies, as well as its own businesses.
Forward Looking Statements: Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those currently
anticipated. Stockholders, potential investors and other readers are urged to
consider these factors carefully in evaluating the forward-looking statements.
In particular, because there is no agreement between Xxxxx and Jarden to
consummate a transaction, and since any such agreement is expected to include
conditions to its consummation, there is not and can be no assurance that a
transaction with Jarden can or will occur. The forward-looking statements made
herein are only made as of the date of this press release and Xxxxx undertakes
no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
