Woodhead (NASDAQ:WDHD)
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From May 2019 to May 2024
Molex Incorporated (Nasdaq:MOLX)(Nasdaq:MOLXA) and
Woodhead Industries, Inc. (Nasdaq:WDHD) today jointly announced that
the two companies have signed a definitive merger agreement pursuant
to which Molex will acquire Woodhead in an all cash transaction valued
at approximately $256 million, including payments with respect to
outstanding stock options and the assumption of debt and net of cash
acquired. The transaction has been approved by the Boards of Directors
of both companies.
Under the terms of the merger agreement, a subsidiary of Molex
will promptly commence a tender offer for all outstanding shares of
Woodhead stock at a price of $19.25 per share in cash no later than
July 10, 2006. Shares not purchased pursuant to the tender offer,
other than dissenting shares, will be acquired in a subsequent merger
at a price of $19.25 per share in cash, without, interest, as soon as
practicable after completion of the tender offer.
Completion of the tender offer is subject to certain conditions,
including the acquisition by Molex of a majority of Woodhead's common
shares on a fully-diluted basis, receipt of regulatory approvals, and
other customary conditions. The tender offer is not subject to a
financing contingency. The Board of Directors of Woodhead has
unanimously recommended that Woodhead stockholders accept the offer.
Martin Slark, Vice Chairman and Chief Executive Officer of Molex,
said, "The acquisition of Woodhead is a significant step in our
strategy to expand our products and capabilities in the global
industrial market."
Philippe Lemaitre, Chairman, President and Chief Executive Officer
of Woodhead said, "The combination of Woodhead with Molex will provide
great opportunities for our customers, employees, suppliers and other
constituencies. Our industry is consolidating and Woodhead
stakeholders will benefit from being part of a larger company with
exciting growth opportunities."
William Blair & Company advised Molex and will act as dealer
manager in connection with the tender offer. BMO Capital Markets
(formerly Harris Nesbitt Corp) acted as Woodhead's financial advisor
in connection with the transaction.
About Molex
Molex is based in Lisle, Illinois and is a 67-year-old
manufacturer of electronic components, including electrical and fiber
optic interconnection products and systems, switches and integrated
products, with 57 plants in 19 countries on five continents.
About Woodhead
Woodhead, based in Deerfield, Illinois, develops, manufactures and
markets network and electrical infrastructure products engineered for
performance in harsh, demanding, and hazardous industrial environments
and operates from 21 locations in 10 countries spanning North America,
Europe and Asia/Pacific.
Notice to Investors:
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for the
outstanding shares of Woodhead Industries common stock described in
this press release has not commenced. At the time the offer is
commenced a wholly-owned subsidiary of Molex will file a tender offer
statement on Schedule TO with the Securities and Exchange Commission
(the "SEC") and Woodhead will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully before any decision is made
with respect to the tender offer. Those materials will be made
available to Woodhead stockholders at no expense to them. In addition,
all of those materials (and all other offer documents filed with the
SEC) will be available at no charge on the SEC's web site at
www.sec.gov.
Statements in this press release regarding the proposed
acquisition of Woodhead, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about managements' future
expectations, beliefs, goals, plans or prospects constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are based on management's beliefs,
certain assumptions and current expectations. Any statements that are
not statements of historical fact (including statements containing the
words "believes," "will," "plans," "anticipates," "expects" and
similar expressions) should also be considered to be forward looking
statements. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by
such forward looking statements, including: the ability to satisfy the
merger agreement conditions and consummate the transaction, the
ability of Molex to successfully integrate Woodhead's operations and
employees; the ability to realize anticipated synergies and cost
savings; and the other factors described in Molex's Annual Report on
Form 10-K for the year ended June 30, 2005, Woodhead's Annual Report
on Form 10-K for the year ended September 30, 2005 and their
respective subsequent SEC filings. Molex and Woodhead disclaim any
intention or obligation to update any forward-looking statements as a
result of developments occurring after the date of this document.