A. O. Smith to Complete Tender for GSW Inc.
MILWAUKEE, March 31 -- A. O. Smith Corporation today announced that all conditions -- including the 66 2/3 percent minimum tender condition -- of the offer made by its indirect wholly owned subsidiary, A. O. Smith Enterprises Ltd., (the offeror) to purchase all of the outstanding Class A shares and Class B shares of GSW Inc. for $115 per share (Canadian) have been satisfied.
As of 5:00 p.m. (eastern standard time) March 31, 733,175 Class A shares, representing 97.9 percent of the outstanding Class A shares, and 2,635,284 Class B shares, representing 98.6 percent of the outstanding Class B shares, were validly deposited pursuant to the offer. The offeror has taken up all of the shares validly deposited and will deliver funds to the depository to pay for the shares on April 3.
A. O. Smith Corporation also announced that, because the offer has been accepted by holders of more than 90 percent of the Class A shares and Class B shares, the offeror intends to acquire the remainder of the Class A and Class B shares not tendered by means of a compulsory acquisition under the "Canada Business Corporations Act" at the same price as the offer price.
GSW is made up of two business segments, water heating and building products. The water heating segment manufactures and markets water heaters sold in the U.S. and Canada through its American Water Heater Company and GSW Water Heater subsidiaries. The water heater segment reported 2005 sales of $490 million (U.S.). The 2005 sales of the Building Products business were $30 million (U.S.). GSW employs over 1,700 people at its three operating divisions in Canada and the United States.
A. O. Smith Water Products Company, with headquarters in Ashland City, Tenn., manufactures an extensive line of residential, standard and specialty commercial water heaters as well as high-efficiency boilers, hot water storage tanks, and pump tanks. The company, which reported sales of $833 million in 2005, employs approximately 5,000 people worldwide.