[ACT acquires Thai CEM, GSS Array Tech, for $93M cash.]
Wednesday March 15, 9:34 pm Eastern Time
Company Press Release
SOURCE: ACT Manufacturing, Inc.
ACT Manufacturing, Inc. Announces Pre-Tender Agreement to
Acquire GSS Array Technology Public Company Limited
HUDSON, Mass., March 15 /PRNewswire/ -- ACT Manufacturing,
Inc. (Nasdaq: ACTM - news) announced today that it has signed
a pre-tender agreement (the ``Agreement') to acquire GSS
ARRAY Technology Public Company Limited (GSS ARRAY). As part
of the Agreement, certain of GSS ARRAY's principal
shareholders have agreed to tender all their issued shares
and outstanding options to ACT. GSS ARRAY is a leading Thai-
based contract electronics manufacturing company and is
listed on the Stock Exchange of Thailand (the ``SET'). The
acquisition is subject to various closing conditions.
Under the terms of the Agreement, ACT would make a cash
tender offer for all issued shares and outstanding options of
GSS ARRAY for approximately $93 million in cash and GSS ARRAY
would be delisted from the Stock Exchange of Thailand. Upon
the closing of the acquisition, ACT would assume on-going
relationships with GSS ARRAY customers and will retain
certain GSS ARRAY management to support this additional
operation.
Mr. John A. Pino, Chairman and Chief Executive Officer of
ACT, said, ``I am extremely enthusiastic about this agreement
with GSS ARRAY. The acquisition is being undertaken to
establish a significant footprint in the Far East for ACT and
delivers on our commitment to achieve our strategic business
development objectives for global expansion. The acquisition
will significantly broaden our ability to provide high-
quality electronic manufacturing solutions to customers on a
global scale and provides us with increased opportunities to
enhance our shareholder value.'
``The addition of GSS ARRAY's 240,000 square feet of low-cost
manufacturing capacity increases our overall manufacturing
capacity to well over 1 million square feet, enhancing our
position as an industry leader. The acquisition of GSS ARRAY
also greatly enhances our capabilities in radio frequency
technology,' added Mr. Pino.
Mr. Robert Zinn, Chief Executive Officer of GSS ARRAY,
commented, ``This Agreement marks an important day for the
shareholders, employees and customers of GSS ARRAY. ACT and
GSS ARRAY share a tradition of providing technically advanced
service to high technology OEMs. I feel confident that, upon
the closing of this transaction, our customers will continue
to receive the same high-quality solutions and service they
have come to expect from our dedicated, highly-trained
workforce.'
In October 1999, ACT successfully completed an asset
acquisition from GSS ARRAY Technology Inc. of San Jose,
California, a subsidiary of GSS ARRAY.
ACT Manufacturing, Inc., headquartered in Hudson,
Massachusetts, provides value-added electronic manufacturing
services for original equipment manufacturers in the
networking and telecommunications, computer, industrial and
medical equipment markets. The Company provides OEMs with
complex printed circuit board assembly primarily utilizing
advanced surface mount technology, mechanical and molded
cable and harness assembly, electro-mechanical subassembly,
and total system assembly and integration. The Company has
operations in Massachusetts, Georgia, Mississippi, Mexico,
California and Ireland.
This press release contains forward-looking statements
subject to risks and uncertainties that could cause actual
results to differ materially from those anticipated,
including statements concerning the affects of the
acquisition, expected financial and operating results,
synergies, growth of the customer base, future customer
shipments, and the plans and objectives of management. Those
risks and uncertainties include, among others: the inability
to close the acquisition in a timely fashion; the inability
to obtain approval of GSS ARRAY's stockholders or delist the
shares of GSS ARRAY from the Stock Exchange of Thailand; the
inability to successfully tender for all of the GSS ARRAY
shares and options; the inability to obtain governmental
approvals for the acquisition; the risk of not integrating
the GSS ARRAY business successfully; the inability to achieve
expected synergies; costs associated with the acquisition;
the effectiveness of managing manufacturing processes;
increased competition and its effects on pricing, revenues
and gross margins, and the customer base; future customer
demand; the Company's ability to timely complete, configure
and ship products; and changes, reductions, delays or
cancellations of customer orders. In addition, the Company's
business and results of operations are subject to numerous
additional risks and uncertainties, including the short-term
nature of customer orders, customers' announcements and
introduction of new products or new generations of products,
evolutions in the life cycles of customers' products,
inventory obsolescence, currency exchange rate movements,
trends in the electronics industry and changes or anticipated
changes in economic conditions. For a more detailed
discussion of the risks and uncertainties of the Company's
business, please refer to the Company's periodic reports and
registration statements filed with the Securities and
Exchange Commission, including the Company's annual report on
Form 10-K for the period ended December 31, 1998 and
Quarterly Reports on Form 10-Q for the period ended
September 30, 1999.
SOURCE: ACT Manufacturing, Inc. |
