Item 8.01 Other Events.
As previously announced, on November 25, 2007, The Genlyte Group Incorporated, a Delaware corporation (Company), entered into an Agreement and Plan of Merger (Merger Agreement) with Philips Holding USA Inc., a Delaware corporation (Parent), and Golf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub has commenced a tender offer (Offer) to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the Common Shares), including, if any, the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of September 13, 1999, between the Company and The Bank of New York (such rights, together with the Common Shares, the Shares), at a
purchase price of $95.50 per Share in cash, net to the seller, without interest and subject to applicable withholding of taxes. The Offer is subject to customary closing conditions, including, among others, the expiration or termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act).
As of 11:59 p.m., New York City time, on Monday, December 17, 2007, the mandatory waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer expired.
Important Additional Information Filed with the Securities and Exchange Commission (SEC).
This filing is neither an offer to purchase nor a solicitation of an offer to sell the Companys common stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER AVAILABLE THROUGH THE SEC AND/OR THE COMPANY. The tender offer statement has been filed by Merger Sub on Schedule TO with the SEC, and the solicitation/recommendation statement has been filed by the Company on Schedule 14D-9 with the SEC. Investors and security holders may obtain a free copy of these statements and other documents filed by the Company or Merger Sub with the SEC at the website maintained by the SEC at 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.