LR was discussed a while back on this board. It has been trading well under $1 for the past couple of months.
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Lanier Worldwide Inc. Signs Merger Agreement to Be Acquired By Ricoh
$3 Tender Offer to Be Made For Lanier Shares
ATLANTA, Nov. 29 /PRNewswire/ -- Lanier Worldwide, Inc. (NYSE: LR) today announced that it has signed a definitive merger agreement with Ricoh Company, Ltd., a leading provider of office automation solutions. Under the terms of
the merger agreement, a subsidiary of Ricoh will commence a cash tender offer on or prior to December 13, 2000, for all the outstanding shares of common stock of Lanier at a price of $3.00 per share. Following completion of the tender offer and receipt of Lanier stockholder approval, if required, Lanier will merge with a subsidiary of Ricoh 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.
The Board of Directors of Lanier has unanimously approved the merger agreement. In addition, Harris Corporation, the owner of aproximately 10% of the outstanding shares of Lanier common stock, has agreed to tender its shares
in the tender offer. Closing of the tender offer and merger are subject to the completion of the sale of Lanier's voice products business discussed below and to customary terms and conditions, including the tender of shares by Lanier stockholders holding a majority of the outstanding shares 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 antitrust authorities.
Lanier also announced that it has entered into an agreement to sell its voice products business to Platinum Equity, LLC, a privately held information technology company. To ensure a smooth transition, Lanier will provide
transition services to the new voice products company. All current Lanier voice products employees will be offered employment with this new company, which will be known as Lanier Health Care. The voice products sale is scheduled to close upon government approval under the Hart-Scott-Rodino Act.
"We are excited about the tremendous opportunity this merger creates for our customers, employees, and stockholders," said Wesley E. Cantrell, Chairman of the Board and Chief Executive Officer of Lanier. "Ricoh has been an outstanding manufacturing partner for Lanier, providing us with excellent digital color and black & white copier/printers. We believe we can leverage the quality products and technology of Ricoh with the worldwide distribution, professional services offerings, and customer service excellence of Lanier to provide our customers with the very best in document management solutions."
"We are also excited that the voice products business has both excellent financial backing by Platinum Equity and a quality management team in place.
We are confident that this new company will continue to bring outstanding technology solutions and services to its customers," Cantrell added.
The Robinson-Humphrey Company, LLC is acting as financial advisor to Lanier in connection with the merger. Wasserstein Perella & Co., Inc. and Nomura Corporate Advisors Co., Ltd. are acting as financial advisors to Ricoh in connection with the merger. |
