Ricoh Makes Tender Offer for Shares of Lanier Worldwide
Inc.
WEST CALDWELL, N.J.--(BUSINESS WIRE)--Nov. 29, 2000--
--Offer Carries Recommendation of Lanier Board of Directors --
Ricoh Company Ltd. today announced that it has signed a definitive merger agreement to
acquire Lanier Worldwide Inc. (NYSE: LR), one of the world's largest global providers of
document management solutions. Under the terms of the merger agreement, a subsidiary
corporation of Ricoh Corporation, the US subsidiary of Ricoh Company Ltd. is offering to
acquire all shares of Lanier pursuant to a tender offer at a price of $3.00 per share in cash.
This transaction places an equity value on Lanier of approximately $260 million.
Following completion of the tender offer and receipt of Lanier stockholder approval, if required,
Lanier will merge with Ricoh Corporation and each share of Lanier common stock not
tendered in the tender offer will be converted into the right to receive $3.00 in cash. As a
result of the merger, Lanier will become a wholly owned subsidiary of Ricoh.
"Lanier is a proven entity in the office product arena, with substantial assets that could help
propel us beyond the current sales and service capabilities of our competition," said Katsumi
"Kirk" Yoshida, President and CEO, Ricoh Corporation. "We're very much looking forward to
building a stronger overall organization for Ricoh."
Ricoh Corporation executives noted that this tender announcement is being made at a time
of record growth and success for their company.
"The combined strengths of Ricoh and Lanier will create new opportunities to support and
grow our mutual customer base," said Jim Ivy, executive vice president, Ricoh Corporation.
"Our complementary businesses will ensure a smooth transition so that we may to
immediately begin offering more value-added services to our customers."
This agreement provides for Ricoh Corporation to commence a tender offer no later than Dec.
13, 2000, for all of the outstanding shares of Lanier's common stock. Harris Corporation, the
holder of approximately 10% of the outstanding shares of Lanier common stock, has agreed
to tender its shares in the tender offer.
The closing of the tender offer and merger are subject to the completion of the pending sale
of Lanier's voice products business and to customary terms and conditions, including the
tender of the number of shares of common stock that constitute at least a majority of
Lanier's outstanding shares of common stock on a fully diluted basis and receipt of all
necessary government approvals, including expiration or termination of the appropriate
waiting period under the Hart-Scott-Rodino Act and approval of European Union anti-trust
authorities. The board of directors of both companies have each unanimously approved this
transaction.
Wasserstein Perella & Co., Inc. and Nomura Corporate Advisors Co., Ltd. acted as financial
advisors to Ricoh. The Robinson-Humphrey Company, LLC acted as financial advisor to
Lanier. Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor to Ricoh. King &
Spalding acted as legal advisor to Lanier.
About Ricoh Corporation
Ricoh Corporation, headquartered in West Caldwell, NJ, is a subsidiary of Ricoh Company
Ltd., the 64-year-old leading supplier of office automation equipment with 1999 sales in
excess of $14 billion.
Ricoh Corporation is a diversified office equipment and electronics provider. The company is
a pioneer in the development of computer-connected and digital multifunctional document
systems, and is a market leader in color and black & white digital imaging systems,
facsimile products, printers, scanners, digital duplicators and wide format engineering
systems.
Ricoh has received the 1998, 1999 and 2000 Energy Star Imaging Equipment Partner of the
Year Award from the U.S. Environmental Protection Agency (EPA) - the EPA's highest
industry award. Ricoh was chosen for its commitment to the environment and its
extraordinary leadership role in promoting and producing energy efficient copiers, facsimile
machines, printers and scanners. In addition, Ricoh has received the Market Research
Consultants Digital Copier Manufacturer of the Year Award for 1996, 1997, 1998 and 1999.
Ricoh is also the recipient of Business Marketing Magazine's Top 200 business-to-business
web sites for 1999, and the Council on Economic Priorities Environmental Stewardship
Award for its commitment to the environment.
Information about Ricoh's complete range of products and services can be accessed on the
World Wide Web at ricoh-usa.com.
About Lanier Worldwide, Inc.
With 1,600 sales and services locations, Lanier Worldwide, Inc. and its dealer and distributor
network form one of the largest global providers of document management solutions. Every
day, Lanier and its dealers and distributors help customers in more than 100 countries
create, enhance and distribute high-quality documents with greater speed, efficiency and
economy. Lanier maintains an intense customer focus -- called Customer Vision(R) -- and
employs DOCutivity(R), a document lifecycle approach designed to improve business
productivity. Lanier's comprehensive document management solutions portfolio includes
digital color copier/printers, digital black-and-white copier/printers, multifunction devices,
digital dictation systems, print-on-demand applications and a variety of outsourcing services.
Lanier also develops specialized solutions for the healthcare and real estate industries.
Lanier was founded in 1934, and is headquartered in Atlanta, Georgia, U.S.A. For more
information, please visit Lanier's Web site at www.lanier.com.
Additional information concerning Lanier is contained in Lanier's Registration Statement on
Form 10, as amended, filed with the U.S. Securities and Exchange Commission (SEC) on
October 22, 1999, and other documents subsequently filed with the SEC, all of which are
available from the SEC.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares
of Lanier. At the time the subsidiary of Ricoh commences its offer, it will file a Tender Offer
Statement with the SEC and Lanier will file a Solicitation/Recommendation Statement with
respect to the offer. The tender offer will be made solely by the tender offer statement, The
tender offer statement (including an offer to purchase, a related letter of transmittal and all
other offer documents) and the solicitation/recommendation statement will contain important
information and should be read carefully before any decision is made with respect to the
offer.
The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as
well as the Solicitation/Recommendation Statement will be made available to all
stockholders of Lanier, at no expense to them. The Tender Offer Statement (including the
Offer to Purchase, the related Letter of Transmittal and all other offer documents filed by
Ricoh with the SEC) and the Solicitation/Recommendation Statement will also be available
for free at the SEC's Web site at sec.gov. Investors and security holders are
strongly advised to read both the tender offer statement and the solicitation/recommendation
statement regarding the tender offer referred to in this press release when they become
available because they will contain important information.
This press release contains "forward-looking" statements within the meaning of the federal
securities laws. These forward-looking statements can be identified by reference to words
such as "expect," "believe," "anticipate", "plan", or similar expressions and involve risks and
uncertainties, including, but not limited to, insufficient shares being tendered by Lanier
stockholders, the sale of Lanier's voice products business not being completed or
non-occurrence of other conditions required for completion of the tender offer, delays in the
closing date of this transaction, the inability to successfully integrate Lanier's business with
that of Ricoh and other factors which could cause Ricoh's actual results to differ materially
from those projected in such forward-looking statements. Additional information concerning
Lanier is contained in Lanier's Registration Statement on Form 10, as amended, filed with
the SEC on October 22, 1999, Lanier's reports filed from time to time with the SEC and the
Tender Offer Statement, all of which are, or in the case of the Tender Offer Statement will be,
available from the SEC.
CONTACT: Ricoh Corporation
Russell Marchetta
973/882-2075
732/539-6389 cell
russell.marchetta@ricoh-usa.com
Ricoh Web Site: www.ricoh-usa.com |
