EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE
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Contacts:
Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxxx/Xxxx Xxxxxxx
Scotsman Industries Xxxxx Industrial Xxxx Xxxxxxxxx & Co.
000-000-0000 000-000-0000 000-000-0000
SCOTSMAN INDUSTRIES AGREES TO ACQUIRE
XXXXX INDUSTRIAL CORPORATION
FOR $43.00 CASH PER SHARE
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Strategic Transaction Will Increase Scotsman Revenues To Nearly $600 Million;
Reinforces Leadership As "Cold" Equipment Supplier
To Restaurants, Institutions, Supermarkets and Convenience Stores
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Xxxxx Has Definitive Agreement For Simultaneous Sale
Of Xxxxx'x Transportation Products Group To Xxxxxxx Corporation
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VERNON HILLS, IL, and CADILLAC, MI, February 3, 1997 -- Scotsman
Industries, Inc. (NYSE: SCT), a leading international manufacturer of commercial
refrigeration products and food preparation workstations, and Xxxxx Industrial
Corporation (NYSE: KZ), a quality producer of commercial refrigeration systems,
today jointly announced they have signed a definitive agreement under which
Scotsman will acquire Xxxxx in a cash tender offer of $43.00 per Xxxxx common
and preferred share. The agreement has been unanimously approved by the boards
of directors of both companies.
The transaction, which is expected to close in the first quarter and will
also include the assumption of approximately $30 million in Xxxxx debt, is
expected to be non-dilutive to modestly accretive in 1997 and meaningfully
accretive in 1998 to Scotsman's earnings.
In a related transaction, Xxxxx announced it has entered into a definitive
agreement for the simultaneous sale of the assets of its Transportation Products
Group to Xxxxxxx Corporation for $86 million in cash with the assumption of the
liabilities associated with the unit.
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The acquisition of Xxxxx is subject to a majority of Xxxxx'x shares being
tendered and not withdrawn, the closing of the sale of the Transportation
Products Group to Xxxxxxx, expiration of the Xxxx-Xxxxx-Xxxxxx Antitrust review
period, and other customary conditions.
Scotsman, which had 1995 net sales of $324 million, manufactures ice
machines, beverage dispensing systems, food preparation and storage equipment
and related foodservice products. The company markets primarily to commercial
customers in the foodservice, hospitality, beverage and health care industries.
Customers include leading restaurant chains such as McDonald's, Taco Bell, KFC,
Hardee's and Boston Market, supermarket chains such as Wal*Mart, Kroger and
Publix, convenience and specialty store chains such as 7-Eleven, and
institutional food service operators and soft drink bottlers including Coca-Cola
and Pepsi.
Xxxxx had 1995 sales of approximately $364 million. The Company's
Commercial Products Group had 1995 sales of $207 million and is a quality
producer of refrigerated display cases, commercial refrigeration systems and
insulated panels for supermarkets, convenience stores and the foodservice
industry. Major customers include Wal*Mart, Food Lion and Xxxx Xxxxx. The
Company's Transportation Products Group, which manufactures components for the
medium- and heavy-duty commercial vehicle market, accounted for $157 million of
Xxxxx'x 1995 sales.
Xxxx Xxxxxxx X. Xxxxxxx, Chairman, President and Chief Executive Officer of
Scotsman: "This is an important strategic step which we believe puts Scotsman in
a new league. The Xxxxx acquisition underscores our commitment to stay focused
and grow strategically by acquiring companies that build on our strong position
in foodservice equipment and strengthens our position in the supermarket
industry. By acquiring the second largest commercial refrigeration equipment
provider to supermarkets and a significant supplier to the convenience store
market, we will expand the depth and breadth of both our product lines and
customer base."
Xxxxxxx continued: "This transaction makes strategic sense not only because
of excellent cross selling opportunities, but also because of the annual cost
savings we will achieve from reducing corporate overhead, leveraging material
purchases, and instilling best practices at all operations."
Xxxx Xxxxxx X. Xxxxxxx, Chairman and Chief Executive Officer of Xxxxx: "In
an era of consolidation in our industry, this transaction makes great strategic
sense and results from our long-standing efforts to obtain maximum value for our
stakeholders."
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Scotsman's and Xxxxx'x commercial products groups together had combined pro
forma 1996 annual revenue of approximately $600 million.
Xxxxxx Xxxxxxx & Co. Incorporated is acting as financial advisor to
Scotsman and is acting as dealer manager for the tender offer. Xxxxxxx Xxxxx &
Co., LLC represents Xxxxx in this transaction.
Xxxxx Industrial Corporation is a quality producer of refrigerated display
cases, commercial refrigeration systems and insulated panels for the supermarket
and foodservice industry and a manufacturer of components for the medium- and
heavy-duty commercial vehicle market. The Company has 14 manufacturing
operations in 10 states as well as Great Britain and South Korea.
Scotsman Industries, Inc. is a leading international manufacturer of
refrigeration products -- ice machines, beverage dispensing systems, food
preparation and storage equipment and related products. The Company markets
primarily to commercial customers in the foodservice, hospitality, beverage and
health care industries. Scotsman's products are sold in more than 100 countries
through multiple distribution channels.
***
The press release contains forward looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. Forward looking statements are necessarily projections which
are subject to change upon the occurrence of events that may affect business.
The Company also points out that the acquisition involves a number of risks that
can cause actual results to be materially different from expected results.
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