United Industrial Corporation to be Acquired by Textron
08 10월 2007 - 7:54PM
PR Newswire (US)
HUNT VALLEY, Md., Oct. 8 /PRNewswire-FirstCall/ -- United
Industrial Corporation (NYSE:UIC) announced today that it has
signed a definitive agreement to be acquired by Textron Inc.
(NYSE:TXT). UIC's principal operating subsidiary, AAI Corporation,
designs, produces, and supports aerospace and defense systems,
including unmanned aircraft systems for the U.S. military, prime
contractors and allied nations. The board of directors of both
companies approved the terms of the transaction, in which Textron
will acquire all of the outstanding shares of UIC common stock for
$81 per share in cash by way of a tender offer, followed by the
merger of a wholly owned subsidiary of Textron into UIC, with UIC
surviving the merger as a wholly owned subsidiary of Textron. The
tender offer is expected to commence on or about October 16, 2007.
The deal is expected to close during the fourth quarter of 2007,
subject to the completion of certain legal and regulatory
requirements. The total value of the acquisition is expected to be
approximately $1.1 billion at closing, inclusive of UIC stock
expected to be issued to bondholders pursuant to the terms of the
$120 million 3.75% convertible senior notes issued by the company
in September 2004. "This is an exciting new chapter for United
Industrial. We have gained a solid reputation in our market niches
and believe the merger with Textron will be a win-win for our
customers and employees. It will allow us to be even more effective
in delivering leading-edge innovative solutions to a growing list
of satisfied customers," stated Frederick M. Strader, president and
chief executive officer of UIC and AAI Corporation. "This deal
recognizes the value of UIC's aerospace and defense technology as
well as the Company's operational excellence," said Warren G.
Lichtenstein, Chairman of the Board of UIC and founder and managing
partner of Steel Partners II, UIC's largest investor. "I am proud
to have been a part of UIC's transformation into a world-class
company since 1999 and foresee an exciting future with Textron."
J.P. Morgan Securities Inc. acted as exclusive financial advisor to
United Industrial with respect to the transaction. United
Industrial Corporation designs, produces, and supports aerospace
and defense systems through its wholly owned subsidiary, AAI
Corporation, and AAI Corporation's direct and indirect wholly owned
subsidiaries, AAI Services Corporation, Aerosonde Pty Ltd,
Aerosonde North America Incorporated, ESL Defence Limited,
McTurbine Inc., and Symtx, Inc. Its high-technology products and
services include unmanned aircraft systems, training and simulation
systems, automated aerospace test and maintenance equipment,
armament systems, aviation ground support equipment, logistical and
engineering services, and maintenance, repair and overhaul
activities. Textron Inc. is an $11 billion multi-industry company
operating in 32 countries with approximately 40,000 employees. The
company leverages its global network of aircraft, industrial and
finance businesses to provide customers with innovative solutions
and services. Textron is known around the world for its powerful
brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen,
Kautex, Lycoming, E-Z-GO, Greenlee, Fluid & Power, Textron
Systems and Textron Financial Corporation. For more information
about UIC and AAI, visit http://www.unitedindustrial.com/ and
http://www.aaicorp.com/. For more information about Textron, visit
http://www.textron.com/. This document contains certain
forward-looking statements about UIC and Textron Inc. When used in
this document, the words "anticipates", "may", "can", "believes",
"expects", "projects", "intends", "likely", similar expressions and
any other statements that are not historical facts, in each case as
they relate to UIC and Textron Inc., the management of either such
company or the transaction are intended to identify those
assertions as forward-looking statements. In making any such
statements, the person making them believes that its expectations
are based on reasonable assumptions. However, any such statement
may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or
anticipated. These forward-looking statements are subject to
numerous risks and uncertainties. There are various important
factors that could cause actual results to differ materially from
those in any such forward-looking statements, many of which are
beyond the control of UIC and Textron Inc., including: the
successful consummation of the proposed transaction, the impact of
general economic conditions in regions in which either such company
currently does business, industry conditions, including
competition, fluctuations in exchange rates and currency values,
capital expenditure requirements, legislative or regulatory
requirements, changes in the tax laws, interest rates and access to
capital markets. The actual results or performance by UIC and
Textron Inc. could differ materially from those expressed in, or
implied by, these forward-looking statements. Accordingly, no
assurances can be given that any of the events anticipated by the
forward- looking statements will transpire or occur, or if any of
them do so, what impact they will have on the results of operations
or financial condition of UIC and Textron Inc. Neither UIC nor
Textron Inc. assumes an obligation to update or revise any such
statements, whether as a result of new information or otherwise.
The tender offer described herein has not yet been commenced. The
description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell securities of UIC. At the time the
tender offer is commenced, Textron and its wholly owned subsidiary
intend to file a Tender Offer Statement on Schedule TO containing
an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer, and UIC intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Textron, its wholly owned subsidiary
and UIC intend to mail these documents to the stockholders of UIC.
These documents will contain important information about the tender
offer and stockholders of UIC are urged to read them carefully when
they become available. Stockholders of UIC will be able to obtain a
free copy of these documents (when they become available) and other
documents filed by UIC or Textron with the SEC at the website
maintained by the SEC at http://www.sec.gov/. In addition,
stockholders will be able to obtain a free copy of these documents
(when they become available) from Textron by contacting Textron at
40 Westminster Street, Providence, RI 02903, attention: Investor
Relations, or from UIC by contacting UIC at P.O. Box 126, Hunt
Valley, MD 21030, attention: Investor Relations. DATASOURCE: United
Industrial Corporation CONTACT: IR: James H. Perry,
+1-410-628-8786, ; or Media: Sharon C. Corona, +1-410-628-3184, ,
both for United Industrial Corporation Web site:
http://www.unitedindustrial.com/ http://www.aaicorp.com/
http://www.textron.com/ Company News On-Call:
http://www.prnewswire.com/comp/113559.html
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United Industrial (NYSE:UIC)
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