|
MERGERS & ACQUISITIONS
FOR
SEPTEMBER, 2001
The movement of money is the essence of merger and acquisition activity. One company merges with another; a company buys (acquires) another. Each has its own set of rules, but the outcome is most always the same: movement of money wherein employment will be significantly affected.
There will be redundancy in positions; two controllers, two VPs of Information Systems, etc. Each “candidate” understands the system best from his or her current company. Quite often, the new company will seek candidates from outside the company that understand both systems and has the ability to fully integrate the two. In addition, people outside the company have no emotional baggage associated with the takeover.
Changes in management dictate reaching out to the available pool of experienced mangers around the world. New positions may be created to accommodate new manufacturing techniques of the acquired or merged company.
Being aware of merger and acquisition activity is an important part of career management. The proposal approach has proven most effective; propose a solution to the problem of integration, focusing on your strengths and experience. See your consultant for details.
The following news releases announce Mergers & Acquisitions (M&A’s). They are provided in reverse chronological order (most recent first).
__________________________________________________
 AT&T, BellSouth Talk Merger/ Source
September 28, 2001
By JIM KRANE
AP Technology Writer
NEW YORK (AP) via NewsEdge Corporation -
Long-distance giant AT&T Corp. is talking to BellSouth Corp. about a possible merger, a move that could reunite it with one of the Baby Bells it was forced to spin off back in 1984, a source familiar with the negotiations said Thursday.
Any such deal would take place only after AT&T spins off its cable business, AT&T Broadband, and involve only its consumer and business telecom divisions said the source, who would speak only on condition of anonymity.
AT&T has also made similar overtures to other, unidentified telephone companies, the source said.
Business Week, which first reported the talks on its Web site Thursday, said that AT&T chief executive Michael Armstrong has characterized the offer as a ``merger of equals'' that could be realized as soon as next month.
Both AT&T and BellSouth declined to comment.
Analysts offered a dim view of such a proposal, saying that local telephone carrier BellSouth is considered a safe haven for investors during an economic downturn. AT&T's business, more dependent on long distance service, has seen declining revenues in the most recent quarter.
Without its broadband division, which AT&T is currently in talks to sell, AT&T's market capitalization would be about half that of BellSouth's $78 billion, analysts estimated.
``A merger of equals? That's laughable,'' said Drake Johnstone, a telecom analyst with Davenport & Co., a brokerage in Richmond, Va. ``They're being wildly optimistic.''
The Atlanta-based BellSouth is the nation's third-largest local phone company behind Verizon Inc. and SBC Communications Inc.
Any such deal likely would also face severe regulatory hurdles.
Basking Ridge, N.J.-based AT&T was broken up in 1984 into BellSouth and several other regional Baby Bells, with AT&T retaining long-distance service and the Bells handling local telephone service. A Baby Bell that proposes to offer long-distance service must show it has opened competition in areas where it is the dominant provider, a mandate that has proven to be burdensome.
Only a handful of states, including New York, Texas and Massachusetts have opened their phone markets to competition.
Shares of AT&T were up 77 cents, or 4 percent, to $18.56 in trading on the New York Stock Exchange, while share of BellSouth were off 76 cents to $41.79.
Back
to Packages
_______________________________________________________________
ATC Completes Share Acquisition & Updates Wyoming Operations
September 27, 2001
CALGARY, Sept. 26 /CNW/ via NewsEdge Corporation -
ATC Environmental (ATZ - CDNX) announced today that it has completed the acquisition of the remaining 32% of ORCan Oilfield Services Ltd shares not formerly held by ATC. The Company previously announced in an August 23rd news release that it had entered into a letter of agreement to acquire the balance of the outstanding shares of ORCan Oilfield Services Ltd. ("ORCan"), a private Canadian petroleum services company, in consideration for the issuance of 900,000 shares of the Corporation. Effective September 25, 2001 the Corporation owns 100% of the issued and outstanding shares of ORCan.
With the issuance of 900,000 shares associated with the acquisition, there are 13.3 million basic shares outstanding and 14.95 million fully diluted shares outstanding.
Also effective September 25, 2001 the Corporation changed its name from ATC Environmental Group Inc. to ATC Petroleum Services International Inc. to reflect the Company's renewed emphasis on remediating waste by-products from the petroleum industry. The name change was approved by shareholders at the Annual General Meeting, which was held in Calgary on June 20, 2001.
ATC further announced today that it is proceeding with plans to winterize its facility in Wyoming as a result of its strengthening presence in the U.S. state. Through July and August, ATC generated approximately $400 thousand in revenues from its petroleum waste recovery and remediation operations. Measures being taken by the Company will allow its equipment to remain on site for 12 months of the year. However, the amount of oilfield waste that can be processed during the winter months will be impacted by the severity of weather conditions and the practical problems associated with transporting waste materials to the processing site during periods of extreme cold weather. The Company is currently planning on operating a second mobile processing unit during the Spring and Summer periods in Wyoming in 2002.
ATC is an environmental services company with over 10 years of experience providing economically viable waste management solutions to the chemical, petrochemical, petroleum and mining industries throughout North America.
The Canadian Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
%SEDAR: 00000760E
/For further information: Nate Feldman, President & CEO, ATC Environmental Group, Phone: (403) 264-3743 ext. 113, Email: nate(at)atcibr.com; Grant Howard / Kellie Manchester, The Howard Group, Phone:(403) 221-0915, Email: howardg(at)capitalideas.com, Internet:http://www.capitalideas.com
Back
to Packages
_______________________________________________________________
Smithfield Foods to Acquire Two Processed Meats Producers
September 27, 2001
SMITHFIELD, Va., Sept. 26 /CNW/ -- Smithfield Foods, Inc. (NYSE: SFD) today announced plans to add two new names to the list of processed meats producers the company has acquired this year to build the value-added segment of its business.
Smithfield Foods said that it had signed letters of intent to acquire Stadler's Country Hams, Inc. and RMH Foods, Inc. The company has made three similar acquisitions this year.
Stadler's is a major producer of country hams. Based in Elon College, North Carolina, Stadler's was a pioneer in the climate-controlled curing process and recently adopted a European-style curing system. RMH Foods, based in Morton, Illinois, specializes in pre-cooked pork and beef entrees under the Quick-n-Easy(TM) brand.
Terms of the agreements were not disclosed.
Smithfield Foods has delivered a 28 percent average annual compounded rate of return to investors since 1975. In the last 15 years, the company's share price has outperformed the S&P 500 Index by more than 350 percent. With annual sales of $6 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit http://www.smithfieldfoods.com .
This news release may contain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include availability and prices of live hogs, raw materials and supplies, live hog production costs, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments.
/Web site: http://www.smithfieldfoods.com/
/For further information: Jerry Hostetter of Smithfield Foods, Inc.,+1-212-758-2100
Back
to Packages
_______________________________________________________________
Tyco International and Sensormatic Fix Exchange Ratio for Their Pending Exchange Offer and Merger at 0.5189 Exchange Offer Extended to October 10, 2001
September 27, 2001
Exchange Offer Extended to October 10, 2001
PEMBROKE, Bermuda and BOCA RATON, Fla., Sept. 26 /PRNewswire/ -- Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSE: TYC), a diversified manufacturing and services company, and Sensormatic Electronics Corporation (NYSE: SRM), a leading supplier of electronic security solutions to the retail, commercial and industrial marketplaces, announced today that Tyco Acquisition Corp. XXIV (NV), a subsidiary of Tyco, and Sensormatic have agreed that in the pending exchange offer by Tyco Acquisition for all outstanding Sensormatic common shares and the subsequent merger of Sensormatic into Tyco Acquisition each Sensormatic common share will be exchanged for 0.5189 of a Tyco common share. As a result of this agreement, pursuant to rules of the Securities and Exchange Commission, Tyco Acquisition extends the expiration date of the exchange offer, which was initially scheduled to expire on Monday, October 1, 2001, to midnight, New York City time, on Wednesday, October 10, 2001.
Under the terms of the merger agreement between the parties, an exchange ratio was determined based on the volume-weighted average Tyco share price on the New York Stock Exchange for the five consecutive trading days that ended on September 25, 2001. Because this average share price was less than $46.25, under the merger agreement Tyco Acquisition had the right to terminate the merger agreement and the exchange offer unless Sensormatic agreed to a fixed exchange ratio of 0.5189, which is based on an assumed price of $46.25 per Tyco common share.
The Sensormatic Board of Directors unanimously determined that the terms of the exchange offer and the subsequent merger, including the 0.5189 exchange ratio, are advisable, fair to, and in the best interests of, the holders of Sensormatic common shares. The members of the Sensormatic Board of Directors unanimously recommend that holders of Sensormatic common shares accept the exchange offer and tender their Sensormatic common shares pursuant to the exchange offer.
Morgan Stanley & Co. Incorporated, Sensormatic's financial advisor, delivered to the Sensormatic Board of Directors its opinion that the consideration to be received by the holders of Sensormatic common shares in the exchange offer and the subsequent merger, based on the 0.5189 exchange ratio, was fair from a financial point of view to such holders.
Sensormatic's 6 1/2% convertible preferred stock will be called for redemption in accordance with its terms following the initial acceptance of shares of Sensormatic common stock by Tyco in the exchange offer. Holders of preferred stock may convert their shares into Sensormatic common stock prior to the redemption date in order to participate in the transaction.
The exchange offer is conditioned on the tender of a majority of the outstanding Sensormatic common shares on a fully diluted basis, receipt of material non-U.S. regulatory approvals, and other customary conditions.
Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for the exchange offer, that, as of 5:00 p.m., New York City time, on September 25, 2001, a total of 2,343,921 shares of Sensormatic common stock were tendered in the exchange offer, which constitutes approximately 2.42% of the total number of outstanding Sensormatic common shares on a fully-diluted basis.
About Sensormatic
Sensormatic Electronics Corporation (NYSE: SRM) is a leading supplier of electronic security solutions to the retail, commercial and industrial marketplaces. Sensormatic is also the leader in integrated source tagging - a process where consumer goods manufacturers apply anti-theft tags at the point of packaging or manufacturing. The company is also the Official Electronic Security Supplier and a sponsor of the 2002 Winter Olympic Games in Salt Lake City, Utah and a sponsor of the U.S. Olympic Team through the year 2004.
About Tyco International Ltd.
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSE: TYC) is a diversified manufacturing and service company. Tyco is the world's largest manufacturer and servicer of electrical and electronic components; the world's largest designer, manufacturer, installer and servicer of undersea telecommunications systems; the world's largest manufacturer, installer and provider of fire protection systems and electronic security services and the world's largest manufacturer of specialty valves. Tyco also holds strong leadership positions in medical device products, financing and leasing capital, plastics and adhesives. Tyco operates in more than 100 countries and has expected fiscal 2001 revenues of $38 billion.
Additional Information
Investors are advised to read the registration statement on Form S-4, the Schedule TO, the prospectus and other documents relating to the exchange offer that have been or will be filed by Tyco with the Securities and Exchange Commission. Sensormatic stockholders are also urged to read the related solicitation/recommendation statement on Schedule 14D-9 as amended or will be amended that has been or will be filed by Sensormatic regarding the offer. Investors may obtain a free copy of these documents filed with the SEC and other documents filed by Tyco and Sensormatic with the SEC at the SEC's web site at www.sec.gov. These documents contain important information, which should be read carefully before any decision is made with respect to the exchange offer and the merger. These documents may also be obtained from Tyco by directing requests to Tyco International Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08 Bermuda, tel: (441) 292-8674; or from Sensormatic by directing requests to Sensormatic Electronics Corporation, 951 Yamato Road, Boca Raton, FL 33431-0700, tel : (561) 989-7000
Documents may also be obtained from MacKenzie Partners, Inc., the information agent for the offer, 156 Fifth Avenue, New York, New York 10010, (212) 929-5500 (call collect) or (800) 322-2885 (toll free).
CONTACTS:
Investor Relations
R. Jackson Blackstock
Senior Vice President
Tyco International (US), Inc.
212-424-1344
Media Relations
Maryanne Kane
Chief Communications Officer
Tyco International (US) Inc.
603-778-9700/508-747-0800
Thomas F. Donahue
Corporate Vice President,
Treasurer & Investor Relations
Sensormatic Electronics Corp.
561-989-7912
Debora S. Coller
Vice President, Corporate Communications
Sensormatic Electronics Corp.
561-989-7035
SOURCE Tyco International Ltd.
Company News On-Call: http://www.prnewswire.com/comp/897850.html
Web site: http://www.tyco.com (TYC SRM)
Back
to Packages |