Water Pik (NYSE:PIK)
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Water Pik Technologies, Inc. (NYSE:PIK) today announced
that it has completed the sale of its Canada based Olympic Pool
Accessories ("Olympic") business to a new corporation formed by
Canadian Buttons Limited and The Brantley Group, Inc., for $1.9
million, payable $1.5 million in cash at closing and the balance in
May and June 2006. The Olympic sale will have no impact on the pending
sale of the Company to Coast Acquisition Corporation.
Olympic manufactures and distributes a line of pool and spa
accessories, primarily cleaning and maintenance supplies, white goods,
ladders, solar reels, floating lounges, pool toys and games in Canada
under the Olympic(TM) brand and in the United States and Europe under
the Water Pik(R) and Jandy(R) brand names. The Olympic sale will
result in an after-tax loss, in the second fiscal quarter of
approximately $7.2 million, of which $7.0 million is non-cash
including $3.3 million related to unamortized goodwill impairment.
Total cash proceeds, net of transaction costs, including the tax
benefit from the loss realizable in 2006, will be approximately $2.9
million. In the three months ended December 31, 2005, the Company's
results included a loss of $0.04 per share for the Olympic business.
The Olympic sale is expected to have a positive but immaterial impact
on operating income for the remainder of Fiscal-Year 2006, excluding
the effect of recording the transaction.
Recent Merger Announcement
On January 6, 2006, the Company announced that it had signed a
definitive agreement to be acquired by Coast Acquisition Corporation,
a newly-formed corporation 80 percent owned by The Carlyle Group, a
global private equity investment firm, and 20 percent owned by Zodiac
S.A., an industrial company listed on the Paris Stock Exchange. Under
the terms of the agreement, stockholders will receive $27.75 in cash
for each share of common stock. The aggregate consideration, on a
fully diluted equity value basis, is approximately $380 million. The
sale is expected to be completed in late April 2006, and is subject to
various conditions, including approval by the Company's stockholders
and other customary closing conditions. On February 22, 2006, in
satisfaction of one of the conditions to the Coast Merger, the Federal
Trade Commission ("FTC") granted early termination of the waiting
period for United States anti-trust regulatory review. The Olympic
sale has been approved by Coast Acquisition Corporation.
Important Merger Information
Water Pik Technologies, Inc. filed with the Securities and
Exchange Commission "SEC" on February 21, 2006 and mailed to its
Stockholders on February 24, 2006 a Proxy Statement in connection with
the transaction. The Proxy Statement contains important information
about Water Pik Technologies, Inc., the transaction and related
matters. Investors and security holders are urged to read the Proxy
Statement carefully. Investor and security holders may 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 or 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 and the Proxy
Statement, which was filed with the SEC on February 21, 2006. As of
February 17, 2006, the record date, the directors and executive
officers of Water Pik Technologies, Inc. held and are entitled to
vote, in the aggregate, 998,194 shares of its common stock,
representing approximately 8.1 percent of the outstanding shares of
the common stock (or 2,516,837 shares, representing approximately 18.2
percent of the outstanding shares, including shares underlying options
and stock units exercisable or convertible, respectively, within 60
days of the record date).
Forward-looking Statements
In this press release, any statements, 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.
Actual results could differ materially from these forward-looking
statements as a result of the risk factors described in our filings
with the Securities and Exchange Commission. With respect to our
announcement on January 6, 2006, 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. We do 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.
Founded in 1884, Canadian Buttons Limited was one of the
pioneering companies to manufacture products in plastic in Canada.
Canadian Buttons Limited is a privately owned Canadian company. A
major supplier to garment manufacturers and retailers around the
world, Canadian Buttons Limited constantly focuses on developing new
products and services that respond to the changing and growing needs
of its customers.
Water Pik Technologies, Inc. is a leading developer, manufacturer
and marketer of innovative personal healthcare products and swimming
pool and spa 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 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 six major facilities in the
United States and Canada. For more information, visit the Water Pik
Technologies, Inc. web site at www.waterpik.com.