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By: Stewart Catso
Web site: http://www.lamps-n-lighting.com
Catalina Lighting, Inc. (NYSE: LTG), a leading
international designer, manufacturer and distributor
of lighting products for residential and office
environments, today announced that it has commenced
a cash offer of approximately $33 million to acquire
all of the outstanding ordinary and convertible
preference shares of U.K.-based Ring Plc for per
share prices of 50 pence and 22.4 pence, respectively.
The transaction has been unanimously approved
by the Board of Directors of both companies. The
offer is subject only to customary U.K. closing
conditions. Catalina has obtained committed financing
for the transaction from one of its existing lenders.
Catalina expects to also utilize approximately
$5.0 million of its existing cash balances to
partially fund the transaction and closing costs.
Catalina and Ring expect the transaction to close
within the next 60 days. The offer is not being
extended into the United States, Canada, Australia,
or Japan.
Ring, with revenues of approximately $127 million
and net income of $3.5 million for the year ended
December 31, 1999, is a leading supplier of lighting,
automotive aftermarket products, and industrial
consumables to the U.K. market. Ring's ordinary
shares trade on the London Stock Exchange under
the ticker symbol RNG. Catalina and Ring's combined
revenues for the twelve months ended March 31,
2000, were approximately $300 million. Catalina
anticipates this acquisition will be accretive
to its earnings per share.
This is an exciting step in Catalina's evolution,
stated Robert Hersh, Catalina's Chairman and Chief
Executive Officer. The acquisition of Ring represents
a major addition to Catalina's global sales and
distribution network. Ring's leading U.K. market
position greatly diversifies our customer base,
and its experienced senior management and existing
operations provide Catalina with a solid platform
for expected future growth and further expansion
in Europe. Catalina has a ten-year business relationship
with Ring and its senior management, and we are
pleased to welcome Ring's customers, employees
and suppliers to our company. We are confident
that the combined strengths of our organizations
will prove to be very successful. The Ring acquisition
is integral to achieving our strategic goal of
global expansion to support the international
growth initiatives of our key retail customers.
We will continue to look for additional opportunities,
both domestically and internationally, to expand
our channels of distribution and product lines,
augment our capabilities, and enhance Catalina's
value to its customers and shareholders, commented
Mr. Hersh.
John Hall, Ring's Chief Executive, stated, In
Catalina, we have found an ideal partner to continue
the growth of our business. Catalina's overseas
manufacturing resources will provide our customers
with the ability to purchase and ship high quality,
unique products directly from the Far East. I
believe this transaction will best serve Ring's
customers, shareholders and employees. TM Capital
Corp. and N M Rothschild Sons served as financial
advisors to Catalina Lighting, Inc. in connection
with this transaction and Arthur Andersen served
as financial advisor to Ring Plc.
Catalina Lighting, Inc. is a leading international
designer, manufacturer and distributor of lighting
products for residential and office environments,
and employs approximately 3,200 people throughout
the United States, Canada, Mexico, South America,
and Southeast Asia. The Company is headquartered
in Miami, Florida, and its common stock trades
on the New York Stock Exchange under the ticker
symbol LTG.
Statements in this press release regarding future
earnings and operations and other statements relating
to the future constitute forward-looking statements
pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve
risks and uncertainties that could cause actual
results to differ materially from the forward-looking
statements. Factors that would cause or contribute
to such differences include, but are not limited
to, ability to integrate operations and personnel,
actions by significant customers or competitors,
general domestic and international economic conditions,
consumer spending trends, reliance on key customers,
continued acceptance of the Company's products
in the marketplace, competitive factors, new products
and technological changes, product prices and
raw material costs, dependence upon third-party
vendors, dependence on imports from China, competitive
developments, changes in manufacturing and transportation
costs, the availability of capital, and other
risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.
By making these forward-looking statements, the
Company undertakes no obligation to update these
statements for revisions or changes after the
date of this release.
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