ITT Industries Formally Launches Public Offer for WEDECO AG Water Technology
ITT Industries offers euro 18 per WEDECO share in cash, representing a premium of 36% over the three-month average Xetra closing share price prior to the date of announcement.
Transaction is approved and recommended by management and supervisory boards of WEDECO; 27 percent of share capital already committed
Offer period is scheduled to expire on January 16, 2004
Following the signing of a definitive business combination agreement, ITT Industries, through ITT Industries German Holding GmbH, a fully-owned subsidiary of ITT Industries, Inc. (NYSE: ITT), today launched its previously-announced public offer for the acquisition of WEDECO Aktiengesellschaft Water Technology (TecDax: WDO), under which WEDECO shareholders will receive euro 18 per WEDECO share in cash. This offer price represents a 36 percent premium over the three-month average Xetra closing share price of euro 13.22 prior to the initial announcement on November 11, 2003.
Effective today, WEDECO shareholders can tender their shares into the offer. The regular offer period is scheduled to expire at noon CET on January 16, 2004. The offer document is available on the internet at http://www.ittnewsanitaire.com WEDECO's largest shareholder, GfS Finance GmbH, holding approximately 27% of WEDECO's share capital, has already signed a definitive share purchase agreement whereby GfS Finance GmbH has agreed to sell to ITT Industries German Holding GmbH all of its shares held in WEDECO. The management and the supervisory board of WEDECO are fully supportive of the transaction and recommend WEDECO's shareholders accept the offer. They are committed to WEDECO joining ITT.
The acquisition gives ITT a unique opportunity to further round out its water and wastewater treatment portfolio, offering a complete market leading line of pumps, water filtration and disinfection products, with strong positions in North America, Europe and Asia.
WEDECO, based in Duesseldorf, Germany, employs 800 people and has seven facilities -- two in Germany, and one each in the United States, France, Italy, Hungary and Korea. The company reported 2002 full-year revenues of euro 134 million ($144 Million), and operating income of euro 13.1 million ($14Million), reconciled following US-GAAP.
WEDECO shareholders in Germany and the U.S. should receive a copy of the offer document through their custodian banks. In addition, in Germany and the U.S., the offer document can be ordered by calling the "WEDECO order line" at +49 (0)69 91509 815 in Germany or per fax at +49 (0)69 91509 814. The document is also available on the internet at http://www.ittnewsanitaire.com. The offer is subject to a minimum acceptance threshold of 95%, the absence of a material adverse event during the offer period and regulatory merger clearance in Germany, the United States of America and, to the extent required, in Spain.
ITT is being advised by UBS Investment Bank. For further information please visit the ITT-WEDECO merger website, which contains the offer document, or contact
Tom Glover - ITT Industries - +1 914-319-3451
Ralf Konig - WEDECO - +49 (0)211 951 9618
Martin Haug - Ketchum Germany - +49 (0)89 12445 121
About ITT Industries
ITT Industries, Inc. supplies advanced technology products and services in key markets including: electronic interconnects and switches; defense communication, opto-electronics, information technology and services; fluid and water management and other specialty products. Headquartered in White Plains, NY, the company generated $4.99 billion in 2002 sales. The main listing and place of trading for ITT Industries, Inc.'s shares is the New York Stock Exchange. The common shares are currently also listed on the Midwest, Pacific, Frankfurt and Paris stock exchanges.
Certain material presented herein consists of forward-looking statements which involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed in, or implied from, such forward-looking statements. Such factors
include general economic conditions, foreign currency exchange rates, competition and other factors all as more thoroughly set forth in Item 1. Business and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Forward-Looking Statements in the ITT Industries, Inc. Form 10-K Annual Report for the fiscal year ended December 31, 2002, and other of its filings with the Securities and Exchange Commission.
Source: ITT Inc.