Acr Grp. (AMEX:BRR)
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Watsco, Inc. (NYSE:WSO) and ACR Group, Inc. (AMEX:BRR) today announced
that they have executed a definitive merger agreement under which Watsco
will seek to acquire ACR’s outstanding common
stock in a cash tender offer of $6.75 per share.
With annual sales of $240 million in its most recent fiscal year, ACR is
one of the nation’s largest distributors of
air conditioning and heating products. Founded in 1990, ACR is based in
Houston, Texas and operates from 54 locations serving over 12,000 air
conditioning and heating contractors throughout Florida, Texas,
California, Georgia, Tennessee, Arizona, Colorado, Louisiana, Nevada and
New Mexico. ACR has 503 employees and distributes a full line of air
conditioning and heating equipment and related parts and supplies
consisting of approximately 20,000 SKUs. ACR ranked #7 in Supply
House Times magazine’s 2007 list of the
top 50 HVAC distributors in the United States. Additional information
about ACR may be found on the Internet at www.acrgroup.com.
ACR trades on the American Stock Exchange under the symbol “BRR”.
Albert Nahmad, Watsco’s President and CEO,
commented, “We are very pleased to welcome ACR’s
employees to the Watsco family. We recognize that ACR’s
success over the years is based on the strong relationships this
organization has built with HVAC contractors who want the very best
service and a broad range of products available at convenient locations.
ACR will operate as a subsidiary of Watsco under its present name and
superb management team and Watsco will provide resources where needed to
assist with ACR’s growth plans.”
Alex Trevino, Jr., ACR’s Chairman and CEO,
stated, “Watsco is the recognized leader in
the HVAC distribution industry. Al Nahmad has done a phenomenal job
building Watsco to its present size, and we are pleased to add ACR to
the stable of fine companies that comprise the Watsco family. Watsco’s
culture of allowing its business units to operate relatively
autonomously while providing support as needed to foster growth is
synonymous with the business model that we developed at ACR. With the
resources of Watsco supporting us, our employees should continue to
thrive and sustain the dynamic growth rate that has characterized our
company in recent years.”
Watsco has agreed in the merger agreement to commence a tender offer for
ACR’s outstanding common stock as soon as
practicable at a price of $6.75 per share, a 42% premium to the
ninety-day average closing price. ACR’s board
of directors has unanimously recommended that ACR’s
shareholders tender their shares in the offer. Executive officers of ACR
and their affiliates have agreed to support this transaction and to sell
shares representing approximately 26% of ACR’s
outstanding shares to Watsco for $6.75 per share. The completion of the
tender is conditioned upon the number of tendered ACR shares and the
shares purchased under the officers’ support
agreements being at least 66 2/3% of the outstanding ACR’s
outstanding shares, as well as regulatory approvals and other customary
closing requirements. Watsco reasonably believes it will obtain the
necessary financing for the transaction and expects to close the merger
transaction in August 2007. Houlihan Lokey Howard & Zukin is acting as
financial advisor to ACR and has rendered a fairness opinion to its
Board of Directors with respect to the tender offer and merger.
Watsco is the largest independent distributor of air conditioning,
heating and refrigeration equipment and related parts and supplies in
the HVAC industry, currently operating 385 locations serving over 40,000
customers in 32 states. Watsco’s goal is to
build a national network of locations that provide the finest service
and product availability for HVAC contractors, assisting and supporting
them as they serve the country’s homeowners
and businesses. Additional information about Watsco may be found on the
Internet at http://www.watsco.com.
Important Information
The tender offer described in this press release has not yet
commenced. This press release is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of ACR’s
common stock will only be made pursuant to an offer to purchase and
related materials that Watsco intends to file with the Securities and
Exchange Commission when the tender offer is commenced. ACR will
file a solicitation/recommendation statement with respect to the offer.
ACR shareholders should read all such materials carefully when they
become available before making any decisions with respect to the offer
because they will contain important information, including the terms and
conditions of the offer. When the offer is commenced, the
materials will be available free of charge at the SEC’s
website at www.sec.gov or from Watsco
at 2665 S. Bayshore Drive, Suite 901, Miami, FL 33133 or by emailing
your request to blogan@watsco.com.
This document contains ‘forward-looking’
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on management’s
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these
expectations due to changes in economic, business, competitive market,
regulatory and other factors, including, without limitation, the effects
of supplier concentration, competitive conditions within Watsco’s
and ACR’s industry, the seasonal nature of
sales of Watsco’s and ACR’s
products and other risks. Forward-looking statements speak only as of
the date the statement was made. Neither Watsco nor ACR assumes any
obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Detailed information about these factors
and additional important factors can be found in the documents that
Watsco and ACR file from time to time with the Securities & Exchange
Commission, such as Form 10-K, Form 10-Q and Form 8-K.