XXXXXXXXX PLC AND SCOTSMAN INDUSTRIES, INC. REACH
AGREEMENT ON THE SALE OF SCOTSMAN TO XXXXXXXXX
FOR $33 PER SHARE
LONDON, United Kingdom and VERNON HILLS, Illinois - On July 2, 1999, Xxxxxxxxx
plc (LSE: BRFD) and Scotsman Industries, Inc. (NYSE: SCT) jointly announced that
they have entered into a definitive agreement pursuant to which Scotsman will be
acquired for cash by an indirect subsidiary of Xxxxxxxxx for $33.00 per share.
The aggregate value of the transaction is approximately $712 million on a
fully-diluted basis, including approximately $348 million of Scotsman's net
debt.
In the transaction, Scotsman's shareholders will receive $33.00 per share in
cash, without interest, pursuant to a tender offer for all of Scotsman's
outstanding shares. The tender offer is expected to commence on July 9, 1999,
and is currently scheduled to close after 25 business days have passed.
Scotsman's shares not purchased in the tender offer will be converted into
$33.00 per share in cash in a subsequent merger.
Scotsman's Board of Directors has recommended that stockholders tender their
shares and approve the subsequent merger. The tender offer is subject to a
majority of Scotsman's shares being tendered and not withdrawn, the shareholders
of Xxxxxxxxx approving the transaction, compliance with the requirements of the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as well as other customary
conditions.
Xxxxxxxxx is a global manufacturer comprised of two businesses, Welbilt and
Magnet. Magnet is a leading manufacturer of kitchen furniture, doors, windows
and bathroom products. Welbilt is the leading North American supplier of cooking
and warming equipment to the global foodservice industry. Welbilt focuses on
five primary market segments, including: quick service and full service
restaurant chains, hotels, institutional customers and independent restaurant
operators. Scotsman is a leading international manufacturer of commercial
refrigeration ice-making and food preparation products for the foodservice and
food retail industries.
Xxxxxxxxx'x acquisition of Scotsman furthers its goal of becoming the leading
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global food equipment company. The acquisition of Scotsman also extends
Welbilt's product range, which is predominantly in cooking and warming, into the
cold-side product area, wherein a number of Scotsman's businesses have leading
market positions. Moreover, the acquisition of Scotsman enables Welbilt to
supply customers with a full range of products, which Xxxxxxxxx believes will be
increasingly important for the successful development of global foodservice
equipment business.
Xxxxxxxxx'x sales for the last twelve months ended March 27, 1999 were
$1,012.9 million (L621.4 million), with net income of $102.7 million (L63.0
million), or $0.41 (25.3 xxxxx) per share (diluted). Scotsman's sales for the
last twelve months ended April 4, 1999 were $640.6 million, with net income
of $18.9 million, or $1.76 per share (diluted). Since the first quarter,
market conditions for Scotsman have remained mixed and beverage systems in
particular continues to experience subdued levels of demand.
Commenting on the acquisition, Xxxxx X. Xxxxxxxx, Chief Executive Officer of
Xxxxxxxxx stated, "This is a major strategic move for Xxxxxxxxx that will
immediately transform our existing business into one of the world's largest
foodservice equipment manufacturers. The acquisition of Scotsman will create
significant opportunities to grow revenues aggressively and represents a
substantial step forward in the development of our foodservice equipment
division."
Xxxxxxx X. Xxxxxxx, Chairman and Chief Executive Officer of Scotsman stated,
"The combination of Xxxxxxxxx and Scotsman is powerful. The resulting company
will have approximately $1.5 billion in food equipment sales with exceptional
global capabilities. The combination of strong brands and strategic positions in
both the "hot" and "cold" side will be unparalleled and provide unique
opportunities to create value for our customers. The benefits to our associates
include increased long term business stability and increased prospects for
personal and career growth. In addition, our shareholders receive what we
believe is an attractive price for their shares."
The boards of both companies have approved the merger agreement and the tender
offer. In addition, Xxxxxxxxx plans to tender for the 8.625 percent senior
subordinated notes of Scotsman.
The Scotsman businesses will gradually be integrated with Xxxxxxxxx'x
foodservice equipment business, with its North American business reporting
to Xxxxxx X. Xxxxx, Chief Executive Officer of Welbilt, and its international
operations reporting directly to Xxxxx X. Xxxxxxxx. Xxxxxxxxx will continue to
use the several Scotsman brands in connection with its foodservice equipment
business.
Xxxxxxxx & Co. Inc. is serving as financial advisor to Xxxxxxxxx, and Xxxxxx
Xxxxxxx Xxxx Xxxxxx is serving as financial advisor to Scotsman. Xxxxxxxxxx,
Xxxxxxxxxx & Xxxx is serving as legal advisor to Xxxxxxxxx, and Xxxxxx &
Xxxxxx is serving as legal advisor to Scotsman. The acquisition will be
financed through a newly arranged $600 million (L381 million) term loan
facility and a $300 million (L190 million) revolving loan facility which have
been fully underwritten by Barclays Bank PLC and National Westminster Bank
Plc.
Consistent with the terms of the agreement, Scotsman's Board of Directors has
preserved its ability as a fiduciary to provide information and enter into
negotiations where appropriate with a third party.
Part of this news release contains forward-looking statements that involve risks
and uncertainties; actual results could differ materially from those projected
in the forward-looking statements. The risks and uncertainties are detailed from
time to time in the Xxxxxxxxx and Scotsman reports filed with the London Stock
Exchange and Securities and Exchange Commission, respectively.
Contacts: Xxxxx X. Xxxxxxxx, Xxxxxxxxx plc 44 171 312 2500
Xxxxxxx X. Xxxxxxx, Scotsman Industries, Inc. 000 000 0000
Xxxx Xxxxxxxx, Cardew & Co. 44 171 930 0777
