Binks Sames to Explore Sale of Company
30 March 1999
Binks Sames to Explore Sale of Company; Calls ITW Lawsuit an Attempt To Interfere with Proposed Strategic AlliancesFRANKLIN PARK, Ill., March 29 -- Binks Sames Corporation (Amex: BIN) said today that it has received unsolicited inquiries by parties interested in acquiring all or a part of the Company. The Company has asked its financial advisor, William Blair & Company, to review these unsolicited inquiries and to explore various strategic alternatives to enhance shareholder value, including the possible sale of all or a portion of the Company to a third party. Arnold H. Dratt, President and Chief Executive Officer of Binks Sames, as well as its subsidiary Sames SA, located in Grenoble, France, said the decision to move forward with Blair was prompted by a lawsuit filed March 24 in Circuit Court in Chicago, Ill. by Illinois Tool Works. Binks Sames has been in discussions with ITW to resolve the amount of the purchase price adjustment under the contract for sale of the "Binks Business" to ITW last October. Dratt indicated that the parties had failed to reach an agreement and had jointly agreed to mediate the dispute. Despite such agreement, ITW filed the suit seeking a preliminary injunction to, among other things, prevent Binks Sames from making any material changes to its business. "In our view, ITW brought the legal action specifically to prevent Binks Sames from entering into proposed strategic alliances and to damage the Company's business prospects," Dratt said. Dratt said the ITW suit is an attempt to harm the Company, which is a direct competitor of ITW. "The suit does not seek specified monetary payment but alleges, without substantiation, that Binks Sames will owe ITW approximately $20 million under the purchase price adjustment. ITW's unjustified attempt to interfere with our business and our efforts to maximize our shareholders' value will be vigorously challenged, and we will look to ITW for any damage caused to our business as a result of this baseless lawsuit," Dratt vowed. "We could not disagree more with their assessment of the purchase price adjustment." Dratt also said that the Company would suspend its discussions with its strategic alliance partners, who had expected to execute agreements with the Company in the next few days, pending resolution of the ITW matter. Binks Sames is engaged in the design, manufacture and sale of high-quality spray finishing and coating application equipment. The Sames business is noted for its global leadership position in electrostatic finishing equipment for the automotive finishing market and for the general industrial finishing market. (Statements regarding the possible sale of all or a portion of the Company, the ITW litigation and the Company's potential strategic alliances constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby. Although the Company believes that the expectations reflected in such forward-looking statements will prove to be correct, important factors that could cause actual results to differ materially from the Company's expectations include, without limitation, the ability of the Company to identify potential purchasers and to negotiate definitive purchase agreements, the outcome of the ITW litigation and the ability to enter into referenced strategic alliances. No assurance can be given that the forward-looking statements will prove to be correct.)