Balance Of Delco Remy Being Bought By Citicorp's Court Square
22 December 2000
Delco Remy International, Inc. Stock Offer Planned by Unit of Citicorp Venture Capital
ANDERSON, Ind., Dec. 22 Delco Remy International, Inc.
said today that it has been advised by Court Square Capital
Limited, a unit of Citicorp Venture Capital, that it intends to make an offer
to acquire all issued and outstanding shares of Delco Remy's stock at a cash
price of $8 per share.
To effect the offer, Court Square stated that it will begin a tender offer
for any and all shares not currently owned by Court Square or certain of its
affiliates. The offer will not be subject to a financing condition. Court
Square said that it anticipates that Delco Remy's management will be given the
opportunity to participate with Court Square in the continuing ownership of
the Company.
Court Square said that its offer will assume the current debt financing in
Delco Remy would remain in place upon completion of the offer and that the
offer would be subject to customary conditions, including regulatory approvals
and the absence of any material adverse change in the business of Delco Remy.
In advising the Company of its plans, Court Square stated: "We are proud to
have been among the founding investors in Delco Remy and are optimistic about
its future. We have been and continue to be strong supporters of Delco Remy
and its management team."
Court Square currently owns approximately 6.6 million shares of Delco
Remy's outstanding voting stock representing approximately 37% of the
outstanding voting shares. Court Square also owns approximately 6.3 million
shares of non-voting stock that are convertible into voting stock and would,
if converted and added to the voting shares currently owned, represent
approximately 53% of the outstanding shares. Affiliates of Court Square are
reported to own or have rights to acquire approximately 3.2 million additional
shares.
The Company said that its board of directors would evaluate the offer.
Holders of Delco Remy's common stock should read Delco Remy's
recommendation statement regarding the proposed tender offer when it becomes
available. This recommendation statement will contain important information
regarding the tender offer. Holders of Delco Remy's common stock can obtain
the recommendation and other filed documents for free at the website of the
Securities and Exchange Commission at http://www.sec.gov , or for free from
Delco Remy.
Delco Remy International, Inc., headquartered in Anderson, Indiana, is a
leading global manufacturer and remanufacturer of OEM and aftermarket
electrical, powertrain and drivetrain components for automotive, medium and
heavy truck, agriculture and construction industries. Delco Remy
International, Inc. began business in August 1994 as a partial divestiture of
the Delco Remy division of General Motors. The Company now serves major OEM
and aftermarket customers worldwide, with manufacturing and marketing
facilities in North America, Europe, South America and Asia-Pacific.
This press release contains forward looking statements regarding the
proposed tender offer for Delco Remy's common stock described herein. These
statements are identified by words such as "will," "intends," and other words
referring to events to occur in the future. The statements are based on
information currently available to Delco Remy and are subject to a variety of
risks and uncertainties, including the actual commencement of the proposed
tender offer, Delco Remy's evaluation and recommendation with respect to the
proposed tender offer, alternatives that may be pursued or other actions that
may be undertaken by Delco Remy in response to or independent of the proposed
tender offer, the number of shares tendered in response to the proposed tender
offer and consummation of the proposed tender offer. Actual events, actions
and effects of the proposed tender offer may depend on one or more of these
risks and uncertainties and may vary materially from the future events,
actions and effects described in this press release. Delco Remy undertakes no
obligation to update any forward looking statements made in this press
release.