Addison, IL, July 9-- Minuteman International, Inc. the floor-care equipment and chemical manufacturer, announced today that it has entered into a definitive merger agreement with
Hako-Werke International GmbH, a German-based entity which through a
subsidiary owns approximately 68% of Minuteman's common stock.
The merger agreement provides for the merger of a wholly owned subsidiary of Hako-Werke
into Minuteman. Shareholders of Minuteman (other than Hako-Werke and its
wholly owned subsidiary) would receive $13.75 per share in cash in exchange
for their cancelled shares of Minuteman common stock. The proposed per share
merger consideration represents a 23.4% premium over the $11.14 per share
price on the trading day immediately prior to the April 5, 2004 public
announcement of Hako-Werke's original proposal. The aggregate value of the
merger to the public shareholders is approximately $15.8 million.
Hako-Werke originally made an offer on April 5, 2004 to acquire all of the
shares of Minuteman that Hako-Werke did not already beneficially own. At such
time, the Minuteman board of directors appointed a Special Committee of
independent directors to review, evaluate and negotiate the offer on behalf of
the public shareholders of Minuteman. The Special Committee has been advised
by Winston & Strawn, LLP, counsel to the Committee, and by Houlihan Lokey
Howard & Zukin Financial Advisors, Inc., financial advisor to the Committee.
Bell, Boyd & Lloyd LLC served as counsel to Hako-Werke, and Jenner & Block LLP
represented Minuteman.
The Minuteman board of directors, following the unanimous recommendation
of a Special Committee of independent directors, has approved the merger
agreement. The Special Committee and the Board received a fairness opinion
from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. that the
consideration to be received by the public shareholders of Minuteman in the
merger is fair from a financial point of view.
The merger is subject to certain conditions, including approval of a
two-thirds majority of Minuteman's outstanding shares. Shareholders of
Minuteman will be asked to approve the transaction at a special shareholders
meeting, currently expected to be held in October of this year. Hako-Werke
has agreed to cause to be voted in favor of the merger the approximately 68%
of Minuteman's common stock Hako-Werke beneficially owns.
If the merger is completed, Minuteman will become a privately-held company
and wholly owned by Hako-Werke. Accordingly, following the merger,
Minuteman's stock will no longer be registered under the Securities Exchange
Act of 1934, as amended, or quoted on The Nasdaq Stock Market.
