Trojan to be acquired by NYSE-listed Danaher
Trojan Technologies Inc (TSX:TUV)
Shares Issued 23,200,000
Last Close 9/17/2004 $7.85
Monday September 20 2004 - News Release
Mr. Doug Alexander reports
DANAHER CORPORATION AGREES TO MAKE A TAKE OVER BID FOR THE SHARES OF TROJAN TECHNOLOGIES INC.
Trojan Technologies Inc. has entered into a definitive acquisition agreement pursuant to which Danaher Corp. (NYSE: DHR), a leading manufacturer of process/environmental controls, will cause its wholly owned subsidiary to offer to acquire all of the outstanding common shares of Trojan for cash consideration of $10.65 per share by way of a public takeover bid. This represents a premium of 36 per cent to Trojan's closing price of $7.85 per share on Sept. 17, 2004. The equity value of the acquisition, assuming that 23.2 million Trojan common shares are outstanding and tendered to the offer, is approximately $247-million.
Danaher's president and chief executive officer, H. Lawrence Culp, said: "The acquisition of Trojan brings another premier brand name to Danaher's water quality platform and broadens our footprint into the high growth advanced water treatment segment. We look forward to working with the associates and management of Trojan as we continue to build on the strong foundation already established in this attractive industry."
Marvin DeVries, president and chief executive officer of Trojan, said the transaction would provide the company with enhanced access to financial resources and a stronger global base. "Both Trojan and Danaher share a common vision of providing innovative solutions for advanced water treatment. By joining forces, we will be able to expand at a faster pace into important emerging markets such as China, Eastern Europe and India. We look forward to this new and exciting chapter in Trojan's business."
The board of directors of Trojan has unanimously agreed to support the offer as it is in the best interests of Trojan's shareholders, and will unanimously recommend that Trojan shareholders tender their shares. The board's recommendation follows the receipt of the unanimous recommendation of the strategy review committee previously established by the board of directors to consider all of Trojan's strategic alternatives. The strategy review committee and the board of directors conducted an extensive process with the assistance of Trojan's financial advisors RBC Dominion Securities Inc. (RBC) and the Nassau Group Inc. Trojan's board of directors also received an opinion from RBC that the offer is fair to Trojan's shareholders from a financial point of view. All of Trojan's directors and senior officers have entered into a lock-up agreement pursuant to which they have agreed to tender all of their shares to the offer.
Danaher's offer will be mailed to Trojan shareholders and option holders within 10 business days of this news. Completion of the offer will be conditional upon at least 66-2/3 per cent of the Trojan common shares, calculated on a fully diluted basis, being tendered to the offer as well as other customary conditions, including receipt of all necessary regulatory approvals, and is expected to close in the fourth quarter of 2004. The acquisition agreement provides that Trojan will be required to pay Danaher a fee of approximately $7.3-million if the agreement is terminated in certain circumstances.
Trojan will hold a conference call and webcast today at 10:30 a.m. EST to discuss the transaction.
Access number: 416-640-4127 or 800-796-7558
Webcast: www.trojanuv.com
A taped version of the call will be available until midnight, Sept. 27, 2004, by calling 416-640-1917 or 877-289-8525, and dialling pass code 21094261 followed by the number sign.
Marvin DeVries, president and chief executive officer of Trojan will be available for media interviews following the conference call.
About Danaher
Danaher, a diversified technology leader, designs and manufacturers process/environmental controls, and tools and components. Danaher employs a total of 37,000 people worldwide. In 2003, total revenue was $5.29-billion (U.S.). The company is listed on the New York Stock Exchange and trades under the symbol DHR. Danaher's equity market capitalization is approximately $16-billion (U.S.). |
