Jacuzzi (NYSE:JJZ)
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Jacuzzi Brands, Inc. (NYSE: JJZ), a leading global producer of
branded bath and plumbing products for the residential, commercial and
institutional markets, announced that it has filed today with the
Securities and Exchange Commission definitive proxy materials in
connection with the Company’s 2007 Annual
Meeting of Stockholders. At the Annual Meeting, Jacuzzi Brands’
stockholders of record will consider and vote on adoption of the
Company's merger agreement with Apollo Management L.P., as well as the
election of directors and ratification of the selection of Ernst & Young
LLP as the independent registered public accounting firm, among other
things. As previously announced on October 11, 2006, Jacuzzi Brands and
Apollo Management entered into a definitive merger agreement under which
affiliates of Apollo Management would acquire all of the outstanding
common stock of Jacuzzi Brands for $12.50 per share in cash.
Jacuzzi Brands’ Annual Meeting of
Stockholders has been scheduled for January 25, 2007 at 2:00 p.m. local
time at the Hilton Palm Beach Airport, 150 Australian Avenue, West Palm
Beach, Florida 33406. Jacuzzi Brands stockholders of record as of the
close of business on December 11, 2006 will be entitled to vote at the
Annual Meeting.
Jacuzzi Brands’ Board of Directors approved
the Apollo transaction and recommends that all Jacuzzi Brands’
stockholders vote "FOR" the approval of the merger agreement and the
merger. Jacuzzi Brands is seeking, and the merger agreement requires,
approval of the merger agreement and the merger by the affirmative vote
of the holders of a majority of the outstanding shares of the Company’s
common stock entitled to vote at the Annual Meeting.
Stockholders are encouraged to read the Company's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger and
the reasons behind the Board of Directors' recommendation that
stockholders vote “FOR”
the approval and adoption of the merger agreement and the merger.
The vote of Jacuzzi Brands’ stockholders is
very important regardless of the number of shares of common stock they
own. Whether or not stockholders are able to attend the Annual Meeting
in person, they should complete, sign and date the proxy card and return
it in the prepaid and addressed envelope as soon as possible. If
stockholders fail to return their proxy cards, fail to attend the Annual
Meeting and vote in person, or fail to register their vote by telephone,
the effect will be that their shares will not be counted for purposes of
determining whether a quorum is present at the Annual Meeting and, if a
quorum is present, the failure to vote will have the same legal effect
as a vote against approval of the merger agreement and the merger.
Stockholders who have questions about the merger, need assistance in
submitting their proxy or voting their shares should contact the
Company's proxy solicitor, Georgeson Inc., 17 State Street, New York,
New York 10004, Telephone: (212) 440-9800 or toll-free at (866) 238-7667.
About Jacuzzi Brands
Jacuzzi Brands, Inc., through its subsidiaries, is a global manufacturer
and distributor of branded bath and plumbing products for the
residential, commercial and institutional markets. These include
whirlpool baths, spas, showers, sanitary ware and bathtubs, as well as
professional grade drainage, water control, commercial faucets and other
plumbing products. Our products are marketed under our portfolio of
brand names, including JACUZZI®,
SUNDANCE®, ZURN®,
and ASTRACAST®.
Learn more at www.jacuzzibrands.com.
Important Information for Investors
and Stockholders
In connection with the proposed merger, Jacuzzi Brands filed a proxy
statement with the Securities and Exchange Commission on January 5,
2007. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and
other relevant documents may be obtained free of charge at the SEC's
website, www.sec.gov, or from Jacuzzi
Brands by directing such request to Jacuzzi Brands, Attention: Diana
Burton, Vice President - Investor Relations, Phillips Point –
West Tower, 777 South Flagler Drive, Suite 1100, West Palm Beach, FL
33401. Telephone: (561) 514-3850.
Jacuzzi Brands and its directors, executive officers and other members
of management and its employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Jacuzzi Brands in
connection with the merger. Information about Jacuzzi Brands’
directors and executive officers is set forth in Jacuzzi Brands’
proxy statements and annual reports on Form 10-K, previously filed with
the SEC, and the proxy statement relating to the proposed merger.
Disclosure Concerning
Forward-Looking Statements
Any forward-looking statements made within this release, including
Jacuzzi Brands’ current expectations with
respect to the completion of the proposed transaction, future market
conditions, future operating results and other plans, represent
management’s best judgment as to what may
occur in the future and are intended to fall within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as “expects,”
“intends,” “plans,”
“projects,” “believes,”
“estimates,” “may,”
“will,” “should,”
“shall,” and
similar expressions typically identify such forward-looking statements.
Even though Jacuzzi Brands believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can
give no assurance that its expectations will be attained. In particular,
various economic and competitive factors, including those outside our
control, such as interest rates, foreign currency exchange rates,
inflation rates, instability in domestic and foreign financial markets,
terrorist acts, consumer spending patterns, energy costs and
availability, freight costs, availability of consumer and commercial
credit, adverse weather, levels of residential and commercial
construction, and changes in raw material and component costs, and the
credit worthiness of our customers, insurers, and investees, and other
factors contained in Jacuzzi Brands’ filings
with the Securities and Exchange Commission could cause our actual
results during future years, and other future expectations to differ
materially from those expressed in this press release.