Jacuzzi (NYSE:JJZ)
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Jacuzzi Brands, Inc. (NYSE: JJZ) today announced that a
definitive merger agreement has been signed under which affiliates of
private equity firm Apollo Management L.P. will purchase Jacuzzi Brands
in a transaction having a total value of $1.25 billion, which includes
the assumption of outstanding debt approximating $260 million, net of
cash.
Under the terms of the merger agreement, Jacuzzi Brands’
shareholders will receive $12.50 per share in cash. The transaction will
be financed through a combination of equity contributed by Apollo and
debt financing. The Board of Directors of Jacuzzi Brands has approved
the merger agreement and has recommended to Jacuzzi Brands’
shareholders that they vote in favor of the transaction. In connection
with the proposed transaction, Jacuzzi Brands will make a cash tender
offer for all of its outstanding 9.625% Senior Secured Notes due 2010.
Thomas B. Waldin, Chairman of Jacuzzi Brands, commented, “In
the year since we put Al Marini in charge of our overall operations, he
and his team have made significant progress in improving the Bath
segment and further strengthening Zurn’s
leadership position. During this period there has been a significant
increase in our share price, and these business advances allow for a
transaction that offers a further premium for the benefit of our
shareholders.”
Larry Berg, a Senior Partner at Apollo said, “We
are excited to be partnering with George M. Sherman, Non-Executive
Chairman of Rexnord Corporation and former President and CEO of Danaher
Corporation, in the acquisition of Jacuzzi Brands and look forward to
supporting Al Marini and his management team in continuing the success
of the Company. Upon completion of the merger, George will assume the
role of Non-Executive Chairman of Jacuzzi Brands and will be a
co-investor with Apollo in this transaction.”
Alex Marini, President and Chief Executive Officer of Jacuzzi Brands,
said, “This is an exciting time for the
employees, customers, and suppliers of Zurn and the Jacuzzi Bath and Spa
businesses. With the resources of Apollo and the experience brought by
George Sherman, we will be well positioned to develop and implement
cutting-edge strategies to build upon our already strong leadership
positions. I want to stress to our customers and suppliers that they can
expect to continue to receive the same high levels of service, product
quality, and innovation they have enjoyed for many years.”
George Sherman said, “Jacuzzi Brands brings
two attractive operating segments to Apollo’s
portfolio: Zurn, a leader in the domestic commercial water management
industry, and Jacuzzi, a global leader in branded bath, spa and shower
products. I look forward to working with Al Marini and his management
teams in both operating segments to build upon the strong positions they
have achieved in their respective markets.”
The acquisition is subject to certain closing conditions, including the
approval of Jacuzzi Brands’ shareholders,
regulatory approval, and the receipt by Apollo of all necessary debt
financing, and is expected to close in the first quarter of 2007. In
addition, it is contemplated that the Zurn business will be transferred
to an Apollo portfolio company, Rexnord Corporation, following the close
of this transaction at a price determined through negotiations between
Rexnord and the Apollo affiliates that have agreed to purchase Jacuzzi
Brands. The bath business will become an independent portfolio company
of Apollo. Certain members of Jacuzzi Brands’
management, including Alex Marini, are expected to remain with the
businesses after the closing.
Lazard Frères & Co. LLC advised Jacuzzi
Brands on this transaction and provided a fairness opinion to the Board
of Directors of Jacuzzi Brands. Credit Suisse served as advisor to
Apollo.
This communication is not a solicitation of a proxy from any security
holder of Jacuzzi Brands. Jacuzzi Brands will file a proxy statement
with the Securities and Exchange Commission as soon as practicable. WE
URGE INVESTORS TO READ THE INFORMATION/PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the documents
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.
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.
About Apollo Management L.P.
Apollo, founded in 1990, is a leader in private equity, debt and capital
markets investing. Since its inception, Apollo has invested over $16
billion in companies representing a wide variety of industries, both in
the U.S. and internationally. Apollo is currently investing its sixth
private equity fund, Apollo Investment Fund VI, L.P., which along with
related co-investment entities, represents approximately $12 billion of
new capital.
Disclosure Concerning Forward-Looking
Statements
Any forward-looking statements made within this release, including the
Company’s 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 the Company 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 the Company’s filings
with the Securities and Exchange Commission could cause our actual
results during the remainder of 2006 and in the future years, and other
future expectations to differ materially from those expressed in this
press release.
Jacuzzi Brands, Inc. (NYSE: JJZ) today announced that a definitive
merger agreement has been signed under which affiliates of private
equity firm Apollo Management L.P. will purchase Jacuzzi Brands in a
transaction having a total value of $1.25 billion, which includes the
assumption of outstanding debt approximating $260 million, net of
cash.
Under the terms of the merger agreement, Jacuzzi Brands'
shareholders will receive $12.50 per share in cash. The transaction
will be financed through a combination of equity contributed by Apollo
and debt financing. The Board of Directors of Jacuzzi Brands has
approved the merger agreement and has recommended to Jacuzzi Brands'
shareholders that they vote in favor of the transaction. In connection
with the proposed transaction, Jacuzzi Brands will make a cash tender
offer for all of its outstanding 9.625% Senior Secured Notes due 2010.
Thomas B. Waldin, Chairman of Jacuzzi Brands, commented, "In the
year since we put Al Marini in charge of our overall operations, he
and his team have made significant progress in improving the Bath
segment and further strengthening Zurn's leadership position. During
this period there has been a significant increase in our share price,
and these business advances allow for a transaction that offers a
further premium for the benefit of our shareholders."
Larry Berg, a Senior Partner at Apollo said, "We are excited to be
partnering with George M. Sherman, Non-Executive Chairman of Rexnord
Corporation and former President and CEO of Danaher Corporation, in
the acquisition of Jacuzzi Brands and look forward to supporting Al
Marini and his management team in continuing the success of the
Company. Upon completion of the merger, George will assume the role of
Non-Executive Chairman of Jacuzzi Brands and will be a co-investor
with Apollo in this transaction."
Alex Marini, President and Chief Executive Officer of Jacuzzi
Brands, said, "This is an exciting time for the employees, customers,
and suppliers of Zurn and the Jacuzzi Bath and Spa businesses. With
the resources of Apollo and the experience brought by George Sherman,
we will be well positioned to develop and implement cutting-edge
strategies to build upon our already strong leadership positions. I
want to stress to our customers and suppliers that they can expect to
continue to receive the same high levels of service, product quality,
and innovation they have enjoyed for many years."
George Sherman said, "Jacuzzi Brands brings two attractive
operating segments to Apollo's portfolio: Zurn, a leader in the
domestic commercial water management industry, and Jacuzzi, a global
leader in branded bath, spa and shower products. I look forward to
working with Al Marini and his management teams in both operating
segments to build upon the strong positions they have achieved in
their respective markets."
The acquisition is subject to certain closing conditions,
including the approval of Jacuzzi Brands' shareholders, regulatory
approval, and the receipt by Apollo of all necessary debt financing,
and is expected to close in the first quarter of 2007. In addition, it
is contemplated that the Zurn business will be transferred to an
Apollo portfolio company, Rexnord Corporation, following the close of
this transaction at a price determined through negotiations between
Rexnord and the Apollo affiliates that have agreed to purchase Jacuzzi
Brands. The bath business will become an independent portfolio company
of Apollo. Certain members of Jacuzzi Brands' management, including
Alex Marini, are expected to remain with the businesses after the
closing.
Lazard Freres & Co. LLC advised Jacuzzi Brands on this transaction
and provided a fairness opinion to the Board of Directors of Jacuzzi
Brands. Credit Suisse served as advisor to Apollo.
This communication is not a solicitation of a proxy from any
security holder of Jacuzzi Brands. Jacuzzi Brands will file a proxy
statement with the Securities and Exchange Commission as soon as
practicable. WE URGE INVESTORS TO READ THE INFORMATION/PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain the documents 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.
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(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R). Learn more at www.jacuzzibrands.com.
About Apollo Management L.P.
Apollo, founded in 1990, is a leader in private equity, debt and
capital markets investing. Since its inception, Apollo has invested
over $16 billion in companies representing a wide variety of
industries, both in the U.S. and internationally. Apollo is currently
investing its sixth private equity fund, Apollo Investment Fund VI,
L.P., which along with related co-investment entities, represents
approximately $12 billion of new capital.
Disclosure Concerning Forward-Looking Statements
Any forward-looking statements made within this release, including
the Company's 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 the
Company 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 the Company's filings with the Securities and
Exchange Commission could cause our actual results during the
remainder of 2006 and in the future years, and other future
expectations to differ materially from those expressed in this press
release.