| USA & France. Coast Acquisition buys Water Pix Technologies; swimming pool products attracted Zodiac |
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| Monday, 09 January 2006 | |
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Company news: Water Pik Technologies stockholders are to receive $27.75 per share in cash transaction equity valued at $380 million in a purchase deal by Coast Acquisition Corporation, a newly-formed corporation 80% owned by The Carlyle Group, a global private equity investment firm and 20% owned by Zodiac S.A., an industrial company listed on the Paris Stock Exchange. The value to Water Pik Technologies, Inc. stockholders represents a 31.2% premium over the average closing price for the last thirty (30) trading days. The aggregate consideration, on a fully diluted equity value basis, to be paid to Water Pik Technologies, Inc. stockholders is approximately $380 million. Upon consummation of the transaction, Water Pik Technologies, Inc. common stock would be delisted from the New York Stock Exchange and deregistered under Section 12 of the Securities Exchange Act of 1934. "We believe we will be delivering excellent value for our stockholders through this transaction," said Water Pik Technologies' Chief Executive Officer Michael P. Hoopis. The transaction is the culmination of Water Pik Technologies' previously announced review of strategic alternatives. Franck Falezan, Managing Director, The Carlyle Group, said, "We believe Water Pik Technologies has very strong assets in the two industries in which it operates. In particular, its Jandy(R) integrated swimming pool products are very well-positioned for long-term success. The company's management team has a proven track record of growth and value creation through industry-leading product innovation and excellent customer service quality. We look forward to working closely with them and the rest of the company's employees to continue to grow the business." Jean-Marc Daillance, CEO Marine Segment, Zodiac, said, "We are thrilled to partner with Carlyle in this transaction. We share the same positive views on the future of the pool equipment industry and see good long-term prospects for the company. With its Jandy(R) brand, Water Pik is a top notch player in the American swimming pool industry, especially in the heating and electronic controls categories." The board of directors of Water Pik Technologies, Inc. has unanimously approved the transaction. Additionally, the Company has amended its stockholder rights plan to allow for the consummation of the transaction. The transaction is expected to be completed in late April 2006, and is subject to various conditions, including approval by the stockholders of Water Pik Technologies, Inc., the expiration of the applicable waiting period under the Hart-Scott-Rodino Act, and other customary closing conditions. Coast Acquisition Corporation has received a debt commitment letter from ING Capital LLC for the purpose of financing a portion of the acquisition and an equity commitment letter from Zodiac S.A. and affiliates of The Carlyle Group that will finance the balance of the acquisition upon the funding of the debt financing. A special meeting of Water Pik Technologies, Inc. stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials with the Securities and Exchange Commission (SEC). JPMorgan Securities, Inc. acted as financial advisor to Water Pik Technologies, Inc. in connection with the transaction and its Board of Directors received fairness opinions from both JPMorgan Securities, Inc. and Houlihan Lokey Howard & Zukin. O'Melveny & Myers provided legal advice to Water Pik Technologies, Inc. in connection with these matters. Lazard acted as financial advisor to Coast Acquisition Corporation, which received legal advice from Latham & Watkins. |
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| Last Updated ( Monday, 09 January 2006 ) |
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