MascoTech Reaches Agreement to Purchase All Outstanding Shares of TriMas
11 December 1997
MascoTech Reaches Agreement to Purchase All Outstanding Shares of TriMas
TAYLOR and ANN ARBOR, Mich., Dec. 11 -- MascoTech, Inc.
and TriMas Corporation today jointly announced that
they have executed a definitive merger agreement pursuant to which MascoTech
will purchase for $34.50 per share in cash all outstanding shares of TriMas
not already owned by MascoTech, for an aggregate of approximately
$900 million.
The merger agreement provides that MascoTech will commence a tender offer
within five business days. Pursuant to the merger agreement, any shares not
purchased in the offer (other than shares as to which dissenters' rights have
been perfected) will be acquired for the same price in cash, in a second-step
merger. TriMas currently has approximately 41 million shares outstanding.
MascoTech currently owns approximately 15.2 million shares or 37 percent of
the outstanding shares of TriMas and certain MascoTech related parties own
approximately 3.4 million shares or 8 percent of the outstanding shares of
TriMas.
The tender offer will be subject to the condition that a majority of the
approximately 21.9 million outstanding shares that could be tendered by
shareholders, other than MascoTech and certain MascoTech related parties, are
validly tendered and not withdrawn, as well as other customary conditions
including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
Neither the offer nor the merger is subject to a financing condition.
The merger agreement was approved by the Boards of Directors of TriMas and
MascoTech following, in each case, the unanimous recommendation of the merger
to the Board of each company by a Special Committee of independent Directors
of each respective company. BT Wolfensohn, a division of BT Alex. Brown
Incorporated, has served as financial advisor to the Special Committee of
TriMas. Salomon Smith Barney has acted as financial adviser to MascoTech in
connection with the transaction.
The merged organization will have a combined sales volume of $1.6 billion
and will retain the name MascoTech, Inc.
Richard A. Manoogian, who is currently Chairman and Chief Executive
Officer of MascoTech and Chairman of TriMas, will serve as Chairman of the
combined companies. Other members of the senior management team of the merged
organization will include Frank M. Hennessey, currently Executive Vice
President of Masco Corporation, who will become Vice Chairman and Chief
Executive Officer of the combined companies; MascoTech President Lee M.
Gardner and TriMas President Brian P. Campbell, who will continue as Co-Chief
Operating Officers; and MascoTech Vice President Timothy Wadhams, who will
become Senior Vice President and Chief Financial Officer of the combined
companies.
Manoogian commented, "This merger combines two outstanding companies, both
of which have leadership positions in the commercial and industrial markets,
including transportation-related markets. I am pleased that the combined
company will be led by an exceptional management team that I believe will
create value for our shareholders in the future."
Campbell added, "Joining forces with MascoTech is a unique and exciting
opportunity for all TriMas businesses, customers and employees. The strengths
of both organizations in our respective markets will further position the
combined company as a leading provider of proprietary products and
technologies to our customers on a worldwide basis. MascoTech has world-class
metalforming and other technical capabilities that will be utilized by many of
TriMas' operations, allowing them to expand into and serve markets and
customers in ways not possible before."
MascoTech's transportation-related businesses include metal-worked
components primarily for vehicle engine and drivetrain applications and
automotive aftermarket products.
TriMas is a diversified proprietary products company with leadership
product positions in commercial, industrial and consumer niche markets.
Visit MascoTech's website at http://www.mascotech.com. MascoTech's press
releases are also available through Company News On-Call by fax, 800-758-5804,
extension 535375, or http://www.prnewswire.com.
SOURCE MascoTech, Inc.