Dura and Excel Industries, Inc., Enter Into Definitive Merger Agreement
20 January 1999
Dura Automotive Systems, Inc., and Excel Industries, Inc., Enter Into Definitive Merger Agreement
MINNEAPOLIS, Jan. 19 -- Dura Automotive Systems, Inc.
("Dura") , and Excel Industries, Inc. ("Excel") ,
announced today that they have entered into a definitive merger agreement.
The transaction, subject to stockholder and regulatory approval, is expected
to close during the second quarter of 1999.
Under the merger agreement, each share of Excel common stock will be
converted into the right to receive either (i) $25.50 in cash or (ii) 0.8
shares of Dura Class A common stock. This right is subject to proration to
ensure that 50 percent of the outstanding shares of Excel is exchanged for
cash and 50 percent is exchanged for shares of Dura Class A common stock,
resulting in Excel shareholders, in the aggregate, receiving $12.75 in cash
and 0.4 shares of Dura Class A common stock for each Excel share. In
addition, Dura will assume Excel's outstanding indebtedness.
Excel has annual revenues of approximately $1.1 billion of which 75
percent is derived from the automotive/light truck market and the remainder
from the recreational vehicle, mass transit and heavy truck markets.
Approximately 78 percent of Excel's revenues is generated in North America
with the remainder in Europe.
With operations headquartered in Indiana, Excel's products for the light
vehicle segment include plastic and metal encapsulated window assemblies, door
systems, seat systems and injection molded plastic products. Excel is a
leading supplier to the recreational vehicle, mass transit and heavy truck
markets and its products include appliances such as water heaters, furnaces,
stoves and ranges, mechanical components and systems, modular doors and a
variety of window assemblies. Excel's customers include Ford, DaimlerChrysler
and General Motors in the light vehicle segment and Fleetwood, Winnebago,
Coachmen and Navistar in the recreational vehicle, mass transit and heavy
truck segments.
Dura's president and chief executive officer, Karl Storrie, said, "Excel
brings many new and complementary products to Dura including window
assemblies, window regulators and modular doors. The cross section of
geographic positioning and technical and manufacturing capabilities will
provide substantial synergies and opportunities to provide greater value to
our customers. Together, we will be able to more effectively capitalize on
growth opportunities in excess of our individual capabilities."
Tony Johnson, chairman of Dura, added, "The combination of Dura and Excel
will result in a very strong global organization with annual revenues of
approximately $2 billion, $500 million of which is generated outside of North
America. Our development efforts will focus on building on our global
strengths through internal development and continued strategic acquisitions."
James O. Futterknecht, Jr., chairman, president and chief executive
officer of Excel, stated, "With the trends toward systemization and
globalization, the business fit and expanded capabilities of the combination
of Excel and Dura are responsive to customer needs while providing long-term
shareholder value."
Dura Automotive Systems, Inc., is a leading designer and manufacturer of
driver control systems, engineered mechanisms and cable-related systems for
the global automotive industry. The company's products include parking brake
systems, automotive cables, transmission shifter systems, latches, underbody
tire carriers, jacks, brake, clutch and accelerator pedals and other
mechanical assemblies. The company's products are sold to major North
American original equipment manufacturers (OEMs), including Ford, General
Motors and DaimlerChrysler, as well as Japanese OEMs, including Toyota and
Honda. The company's European and Latin American facilities support Ford, GM,
Volkswagen, Mercedes, BMW, PSA (Peugeot and Citroen) and various other OEMs.
Dura's operating headquarters is in Rochester Hills, Mich., and its corporate
office is in Minneapolis, Minn.
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. Such forward-
looking statements are based on the belief of the management of Dura and Excel
as well as on assumptions made by and information currently available to Dura
and/or Excel, as the case may be, at the time such statements were made. Such
forward-looking statements relate to, among other things, (i) the expected
closing date of the merger, and (ii) the anticipated benefits of the merger.
Actual results could differ materially from those projected in the forward-
looking statements as a result of (i) unexpected delays in obtaining
shareholder and/or other regulatory approvals; (ii) the inability of either
Dura or Excel to satisfy the conditions to the consummation of the merger;
(iii) unforeseen difficulties in integrating the operations of Dura and Excel,
or (iv) unanticipated negative reaction to the proposed transaction by
customers, suppliers or stockholders.