Philips to Acquire Genlyte
26 11월 2007 - 4:15PM
PR Newswire (US)
Philips to Acquire Genlyte in an All-Cash Transaction for USD 95.50
per share LOUISVILLE, Ky., Nov. 26 /PRNewswire-FirstCall/ -- The
Genlyte Group Incorporated (NASDAQ:GLYT) ("Genlyte"), a leading
manufacturer of lighting fixtures, controls, and related products
for the commercial, industrial and residential markets, today
announced that it has entered into a definitive merger agreement
with Philips Holding USA Inc. ("Philips"), a fully-owned subsidiary
of Royal Philips Electronics (AEX:PHIAEX:NYSE:AEX:PHG) pursuant to
which Philips will acquire Genlyte in an all-cash transaction for
approximately USD 2.7 billion that will create one of the world
leaders in lighting fixtures, controls and related products. The
acquisition will be conducted by means of a tender offer for all of
the issued and outstanding shares of Genlyte, followed by the
merger of Genlyte with Philips' acquisition subsidiary. The tender
offer is subject to a number of customary closing conditions and is
expected to close in the first quarter of 2008. Under the terms of
the merger agreement, Philips will commence a tender offer for all
issued and outstanding shares of Genlyte stock at a price of USD
95.50 per share in cash within 10 business days of November 25,
2007. The Board of Directors of Genlyte has unanimously approved
the transaction and has recommended that Genlyte stockholders
accept the offer and tender their shares of Genlyte pursuant to the
offer. "This offer creates outstanding value for our stockholders
and enables our management and talented associates to continue our
successful strategy," said Larry K. Powers, Chairman, President and
Chief Executive Officer of Genlyte. "This reflects the strength of
Genlyte's brands, strong customer relationships, and many years of
successful growth in sales and earnings. We are especially pleased
that we have the opportunity to build upon these assets as we join
an entity that understands the lighting fixtures and controls
industry and can bring us extensive creative solutions and
financial resources to further grow our business. We view this
merger as an exciting opportunity for everyone, and as a result the
Board unanimously recommended the offer to our stockholders."
McDermott Will & Emery LLP served as legal advisor and Sagent
Advisors Inc. and J.P. Morgan Securities Inc. served as financial
advisors to Genlyte. Live audio of Genlyte's conference call with
securities analysts, scheduled for 11 a.m. EDT on November 26,
2007, can be accessed from the investor relations section of
Genlyte's website (http://www.genlyte.com/) or from
http://www.visualwebcaster.com/event.asp?id=44287. An audio replay
of the call will be available for 90 days. Important Additional
Information Will Be Filed with the Securities and Exchange
Commission ("SEC") The tender offer described in this filing has
not yet commenced, and this filing is neither an offer to purchase
nor a solicitation of an offer to sell the Company's common stock.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE TENDER OFFER WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will
be filed by Philips Holding USA Inc. with the SEC, and the
solicitation/recommendation statement will be filed by the Company
with the SEC. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed by
the Company or Philips Holding USA Inc. with the SEC at the website
maintained by the SEC at http://www.sec.gov/. The tender offer
statement and related materials, solicitation/recommendation
statement, and such other documents may be obtained for free by
directing such requests to The Genlyte Group Incorporated, 10350
Ormsby Park Place, Suite 601, Louisville, KY, (502) 420-9502,
attention: William G. Ferko. About Genlyte The Genlyte Group
Incorporated (NASDAQ:GLYT) is a leading manufacturer of lighting
fixtures, controls, and related products for the commercial,
industrial and residential markets. Genlyte sells lighting and
lighting accessory products under the major brand names of Alkco,
Allscape, Ardee, Canlyte, Capri/Omega, Carsonite, Chloride Systems,
Crescent, D'ac, Day-Brite, Gardco, Guth, Hadco, Hanover Lantern,
High-Lites, Hoffmeister, Lam, Ledalite, Lightolier, Lightolier
Controls, Lumec, Morlite, Nessen, Quality, Shakespeare Composite
Structures, Specialty, Stonco, Strand, Thomas Lighting, Thomas
Lighting Canada, Vari-Lite, Vista, and Wide-Lite. For additional
information about Genlyte please refer to the Company's web site
at: http://www.genlyte.com/. Safe Harbor Statement Certain
statements in this news release, including without limitation
expectations as to future sales and operating results, constitute
"forward- looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Words
such as "expects," "anticipates," "believes," "plans," "intends,"
"estimates," "projects," "forecasts," "outlook," and similar
expressions are intended to identify such forward- looking
statements. The statements involve known and unknown risks,
uncertainties, and other factors which may cause the company's
actual results, performance, or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by such forward- looking statements. Such
factors include, but are not limited to, the following: the highly
competitive nature of the lighting business; the overall strength
or weakness of the economy, construction activity, and the
commercial, residential, and industrial lighting markets; the
ability to maintain or increase prices; customer acceptance of new
product offerings; ability to sell to targeted markets; the
performance of our specialty and niche businesses; availability and
cost of input materials; work interruption by union employees;
increases in energy and freight costs; workers' compensation,
casualty and group health insurance costs; increases in interest
costs arising from an increase in rates; the operating results of
recent acquisitions; future acquisitions; foreign currency exchange
rates; changes in tax rates or laws, and changes in accounting
standards. We will not undertake and specifically decline any
obligation to update or correct any forward- looking statements to
reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated
events. DATASOURCE: The Genlyte Group Incorporated CONTACT: William
G. Ferko, CFO, The Genlyte Group Incorporated, +1-502-420-9502 Web
site: http://www.genlyte.com/
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