Sheldahl, Inc. Announces Preliminary Discussions With Molex Incorporated
18 February 2000
Sheldahl, Inc. Announces Preliminary Discussions With Molex Incorporated
NORTHFIELD, Minn., Feb. 17 -- Sheldahl, Inc.
announced today that it is currently engaged in discussions with Molex
Incorporated regarding a potential acquisition by Molex.
Molex, currently Sheldahl's largest shareholder, has discussed a proposal
under which Molex would pay $7.75 per share of common stock in cash for all
outstanding equity interests in Sheldahl not currently owned by Molex.
Molex and Sheldahl have not reached an agreement in principle, nor entered
into a definitive agreement, and no assurances are given as to whether an
agreement will be signed or a transaction consummated. However, Sheldahl and
Molex have entered into an agreement, pursuant to which Sheldahl will deal
exclusively with Molex through March 10, 2000 with Sheldahl responsible for
expenses in the event Sheldahl enters into an agreement to complete or
completes a business combination transaction within 6 months after March 10,
2000.
The proposal by Molex and its terms are subject to customary conditions,
including, among others, reaching agreement on price and structure,
negotiation of a definitive acquisition agreement, completion of satisfactory
due diligence investigation, absence of a material adverse effect and
regulatory and other approvals. Preliminary terms and conditions, along with
a copy of the executed exclusivity agreement will be included in an 8-K filing
by Sheldahl with the SEC.
In January 1998, Molex and Sheldahl formed Origin Modular Interconnect
Systems, L.L.C., a joint venture of the two companies to design, market and
assemble modular interconnect systems products for the automotive industry.
The joint venture is owned 60% by Molex and 40% by Sheldahl. Molex also was
the lead investor in private placement offerings by Sheldahl in July 1998 and
January 2000.
Sheldahl is a leading producer of high-density substrates, high-quality
flexible printed circuitry, and flexible laminates primarily for sale to the
automotive electronics and data communications markets. The Company, which is
headquartered in Northfield, Minn., has operations in Northfield; Longmont,
Colo.; Detroit, Mich.; South Dakota; Toronto, Ontario, Canada; and Chihuahua,
Chih., Mexico. Its sales offices are located in Hong Kong, China; Singapore;
and Mainz, Germany. As of January 31, 2000, Sheldahl employed approximately
870 people. Sheldahl's common stock trades on the Nasdaq National Market tier
of the Nasdaq Stock Market under the symbol: SHEL. In its fiscal year ended
August 27, 1999, Sheldahl reported revenues of $122.1 million. Sheldahl news
and information can be found on the World Wide Web at http://www.sheldahl.com
Molex Incorporated is a 61 year-old manufacturer of electronic, electrical
and fiber optic interconnection products and systems, switches and application
tooling. Based in Lisle, Ill., Molex operates 50 manufacturing facilities in
21 countries and employs approximately 15,900 people. Molex common stock is
included in the S&P 500 Index and is listed as part of the S&P 500 Electrical
Equipment Industry Group.
The discussion above contains statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements by their nature
involve substantial risks and uncertainties as described by Sheldahl's
periodic filings. Actual results may differ materially depending on a variety
of factors, including but not limited to the following: Molex and Sheldahl
not entering into an agreement with respect to a transaction; or any such
transaction not being consummated. Additional information with respect to the
risks and uncertainties faced by Sheldahl may be found in, and the prior
discussion is qualified in its entirety by, the Risk Factors contained in the
Company's filings with the Securities and Exchange Commission, including
Sheldahl's Annual Report, Form 10-K for the fiscal year ended August 27, 1999,
Forms 10-Q for the quarters ended November 27, 1998; February 26, 1999 and
May 28, 1999, and other SEC filings.
Sheldahl does not undertake any obligation to update any such factors or
to publicly announce developments or events relating to the matters described
herein.