Water Pik (NYSE:PIK)
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Water Pik Technologies, Inc. (NYSE:PIK) and The Carlyle
Group today announced that they have signed a definitive agreement for
Water Pik Technologies, Inc. to be acquired by Coast Acquisition
Corporation, a newly-formed corporation 80% owned by The Carlyle
Group, a global private equity investment firm, and 20% owned by
Zodiac S.A., an industrial company listed on the Paris Stock Exchange.
Under the terms of the agreement, Water Pik Technologies, Inc.
stockholders will receive $27.75 in cash for each share of Water Pik
Technologies, Inc. common stock, representing a 31.2% premium over the
average closing price for the last thirty (30) trading days. The
aggregate consideration, on a fully diluted equity value basis, to be
paid to Water Pik Technologies, Inc. stockholders is approximately
$380 million. Upon consummation of the transaction, Water Pik
Technologies, Inc. common stock would be delisted from the New York
Stock Exchange and deregistered under Section 12 of the Securities
Exchange Act of 1934.
"We believe we will be delivering excellent value for our
stockholders through this transaction," said Water Pik Technologies'
Chief Executive Officer Michael P. Hoopis. The transaction is the
culmination of Water Pik Technologies' previously announced review of
strategic alternatives.
Franck Falezan, Managing Director, The Carlyle Group, said, "We
believe Water Pik Technologies has very strong assets in the two
industries in which it operates. In particular, its Jandy(R)
integrated swimming pool products are very well-positioned for
long-term success. The company's management team has a proven track
record of growth and value creation through industry-leading product
innovation and excellent customer service quality. We look forward to
working closely with them and the rest of the company's employees to
continue to grow the business."
Jean-Marc Daillance, CEO Marine Segment, Zodiac, said, "We are
thrilled to partner with Carlyle in this transaction. We share the
same positive views on the future of the pool equipment industry and
see good long-term prospects for the company. With its Jandy(R) brand,
Water Pik is a top notch player in the American swimming pool
industry, especially in the heating and electronic controls
categories."
The board of directors of Water Pik Technologies, Inc. has
unanimously approved the transaction. Additionally, the Company has
amended its stockholder rights plan to allow for the consummation of
the transaction. The transaction is expected to be completed in late
April 2006, and is subject to various conditions, including approval
by the stockholders of Water Pik Technologies, Inc., the expiration of
the applicable waiting period under the Hart-Scott-Rodino Act, and
other customary closing conditions. Coast Acquisition Corporation has
received a debt commitment letter from ING Capital LLC for the purpose
of financing a portion of the acquisition and an equity commitment
letter from Zodiac S.A. and affiliates of The Carlyle Group that will
finance the balance of the acquisition upon the funding of the debt
financing. A special meeting of Water Pik Technologies, Inc.
stockholders will be scheduled as soon as practicable following the
preparation and filing of proxy materials with the Securities and
Exchange Commission (SEC).
JPMorgan Securities, Inc. acted as financial advisor to Water Pik
Technologies, Inc. in connection with the transaction and its Board of
Directors received fairness opinions from both JPMorgan Securities,
Inc. and Houlihan Lokey Howard & Zukin. O'Melveny & Myers provided
legal advice to Water Pik Technologies, Inc. in connection with these
matters. Lazard acted as financial advisor to Coast Acquisition
Corporation, which received legal advice from Latham & Watkins.
Important Merger Information
Water Pik Technologies, Inc. plans to file with the SEC and mail
to its Stockholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about Water Pik Technologies, Inc., the transaction and related
matters. Investors and security holders are urged to read the Proxy
Statement carefully when it is available. Investor and security
holders will be able to obtain free copies of the Proxy Statement and
other documents filed with the SEC by Water Pik Technologies, Inc.
through the web site maintained by the SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain free
copies of the Proxy Statement from Water Pik Technologies, Inc.
through the Company's web site at www.waterpik.com, by contacting
Investor Relations, Water Pik Technologies, Inc., 23 Corporate Plaza,
Suite 246, Newport Beach, CA 92660, by email at corpinfo@waterpik.com
or by telephone at (949) 719-3700.
Water Pik Technologies, Inc. and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger
agreement. Information about the directors and executive officers of
Water Pik Technologies, Inc. is contained in the Annual Report on Form
10-K, which was filed with the SEC on December 14, 2005. As of
December 5, 2005, Water Pik Technologies, Inc. directors and executive
officers beneficially owned 2,513,073 shares, or approximately 18.2%,
of Water Pik Technologies, Inc. common stock.
Forward-looking Statements
In this press release, the statement regarding the expected
closing date and statements from Mr. Hoopis, Mr. Falezan and Mr.
Daillance are forward-looking statements. In addition, any other
statements contained in this press release, which are not historical
fact, may be considered forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. The
closing of the transaction and the closing date are subject to the
satisfaction of agreed upon closing conditions specified in the
definitive agreement and approval of the Water Pik Technologies, Inc.
stockholders. The failure to satisfy the closing conditions could
result in a failure of or delay in closing the transaction. The reader
is cautioned not to rely on any forward-looking statements, as actual
results may differ materially from those reflected in the
forward-looking statements. The Company does not have any intention or
obligation to update forward-looking statements, even if new
information, future events or other circumstances make them incorrect
or misleading.
About Water Pik Technologies, Inc.
Water Pik Technologies, Inc. is a leading developer, manufacturer
and marketer of innovative personal health care products and pool
products sold under the Water Pik(R) and Jandy(R) brand names. The
Company has developed and introduced many products that are considered
the first of their kind and have led to the formation of new markets,
including the automatic toothbrush, end-of-faucet water filtration
system, pool heater, electronic pool controls and pulsating shower
massage. The Company's products are sold through a variety of
channels, including home centers, mass-merchandisers, drug store
chains and specialty retailers, wholesalers and contractors.
Headquartered in Newport Beach, California, the Company operates eight
major facilities in the United States and Canada. For more
information, visit the Water Pik Technologies, Inc. web site at
www.waterpik.com.
About The Carlyle Group
The Carlyle Group is a global private equity firm with $35 billion
under management. Carlyle invests in buyouts, venture capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation, consumer
& retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media. Since 1987, the firm
has invested $14.9 billion of equity in 439 transactions for a total
purchase price of $51.9 billion. The Carlyle Group employs more than
630 people in 14 countries. In the aggregate, Carlyle portfolio
companies have more than $30 billion in revenues and employ more than
131,000 people around the world. Visit www.carlyle.com for additional
information.
About Zodiac S.A.
Zodiac is an industrial company listed on the Paris Stock Exchange
since 1983 with a market capitalization of approximately $3.7 billion
and sales of $2.2 billion for its fiscal year ended August 31, 2005,
and is planning significant growth of sales for fiscal year 2006.
Widely known for its inflatable boats, Zodiac is organized around five
business segments: Aerosafety Systems, Aircraft Systems, Cabin
Interiors, Technology and Marine. Zodiac's Airline equipment business,
which produces a variety of products from aircraft seats to fuel tanks
for both civilian and military applications, represents 64% of sales.
Zodiac's Marine segment (25% of sales) includes its boat, marine
equipment, pool and pool care activities. It is a leading player in
the pool equipment industry worldwide following the acquisitions of
Baracuda, Clearwater, Nature2, PSA and Polaris. It has strong local
presence in the four key regions in the pool industry: North America,
Europe, Australia and South Africa. Zodiac employs more than 15,000
people on all continents. Visit www.zodiac.com for additional
information.