Lindberg Corporation to be Acquired by Bodycote International Plc
13 December 2000
Lindberg Corporation to be Acquired by Bodycote International Plc
CHESHIRE, England and ROSEMONT, Ill., Dec. 13 Bodycote
International plc (LSE: BOY) and Lindberg Corporation announced
today a definitive merger agreement under which Bodycote will acquire Lindberg
for $18.125 per share in cash, for a total fully-diluted equity value of
$112.8 million. In addition, Bodycote will assume Lindberg's debt, bringing
the total value of the transaction to more than $164.0 million.
Under the terms of the merger agreement, a wholly owned subsidiary of
Bodycote will commence a tender offer for all outstanding shares of Lindberg's
stock at a price of $18.125 per share in cash. The tender offer is expected
to commence within a week. Any shares not purchased pursuant to the tender
offer will be acquired in a merger at the same $18.125 per share cash price as
soon as practicable after completion of the tender offer. The transaction has
been approved by the boards of directors of both Lindberg and Bodycote.
In connection with the execution of the merger agreement, Bodycote entered
into a tender agreement with certain stockholders of Lindberg, who
collectively own 18% of the outstanding shares, pursuant to which those
stockholders agreed, among other things, to tender their shares in the offer.
Completion of the tender offer is subject to customary conditions,
including the acquisition by Bodycote of a majority of Lindberg's common
shares on a fully diluted basis and the expiration of applicable waiting
periods under the Hart-Scott-Rodino Act.
Bodycote operates in the field of materials technology and metal
processing, with principal areas of operation including heat treatment, hot
isostatic pressing, materials testing and metallurgical coatings. Bodycote's
heat treatment division currently has 119 plants in 16 countries around the
world, of which 22 are in North America. The division has benefited from the
growth in the commercial heat treatment market in the UK and the rest of
Europe.
Lindberg is the largest commercial heat treater in North America, with
operations in the United States and in Mexico. Lindberg serves more than
10,000 customers in a range of industries including: aerospace, automotive,
oil field equipment, consumer products, agricultural equipment, heavy truck,
construction, defense and machine tool markets.
Bodycote's financial advisor in the transaction was Dresdner Kleinwort
Benson and its external legal counsel was Jones, Day, Reavis & Pogue.
Lindberg's financial advisor in the transaction was Credit Suisse First Boston
and its external legal counsel was Bell, Boyd & Lloyd LLC.
Bodycote intends to file an Offer to Purchase and a Letter of Transmittal
with the U.S. Securities and Exchange Commission relating to Bodycote's offer
to purchase all outstanding shares of common stock of Lindberg. All Lindberg
stockholders are strongly advised to read the Offer to Purchase and Letter of
Transmittal and the related solicitation/recommendation statement that
Lindberg intends to file with the SEC when they are available because they
contain important information relating to the offer. These documents will be
available at no charge on the SEC's Website at http:\\www.sec.gov and may be
obtained for free from MacKenzie Partners, Inc. by calling (800) 322-2885.
The tender offer will be made solely by the Offer to Purchase and the related
Letter of Transmittal to be disseminated upon the commencement of the tender
offer.