Attached files
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8-K - NGA ACQUISITION - AZZ INC | form8knga.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - AZZ INC | ex21merger.htm |
EX-2.2 - STOCKHOLDER AGREEMENT - AZZ INC | ex22stockagreement.htm |
AZZ
incorporated Signs Agreement to Acquire North American Galvanizing &
Coatings, Inc. –Tulsa, Oklahoma
An
acquisition of a leading hot dip galvanizing company in the United States, that
complements our current served market areas and provides additional growth and
expansion opportunities
Contact:
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Dana
Perry, Senior Vice President – Finance and CFO
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AZZ
incorporated 817-810-0095
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Internet: www.azz.com
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Lytham
Partners 602-889-9700
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Joe
Dorame or Robert Blum
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Internet:
www.lythampartners.com
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April 1, 2010 – FORT WORTH, TX - AZZ
incorporated (NYSE:AZZ), a manufacturer of electrical products and a provider of
galvanizing services, has entered into a definitive merger agreement with North
American Galvanizing & Coatings, Inc. (“NGA”) (NASDAQ: NGA) to acquire NGA
through a cash tender offer, followed by a merger with a subsidiary of AZZ, for
a price of $7.50 per share in cash. The acquisition will be funded from AZZ’s
cash on hand and its existing credit facility. The tender offer is
scheduled to commence within five business days of April 30, 2010, and to expire
on the 20th
business day from and including the commencement date unless extended in
accordance with the terms of the merger agreement and applicable law. The $7.50
per share price represents a premium of approximately 42.6% over the weighted
average price of NGA’s common shares for the last 30 trading days. The
transaction is valued at approximately $125.6 million. AZZ and NGA anticipate
the transaction can close by the end of AZZ’s second fiscal
quarter.
NGA’s
Board of Directors has unanimously approved the merger agreement and the
transactions contemplated by the merger agreement, and has resolved to recommend
that NGA’s stockholders tender their shares in connection with the tender offer.
The closing of the tender offer is subject to the tender of at least two thirds
(⅔) of NGA’s outstanding shares and other customary conditions.
The
merger agreement contains a “go-shop” provision whereby NGA’s Board of
Directors, with the assistance of its financial advisor, has the right to
solicit acquisition proposals from third parties until April 30, 2010. There can
be no assurance that the solicitation of proposals will result in an alternative
transaction. NGA does not intend to disclose developments with respect to the
solicitation process unless and until its Board of Directors decides to accept
an alternative proposal. Within 5 business days after the end of the go-shop
period, AZZ will commence the tender offer referred to above.
“This not
only represents a multiple facility addition to our network of plants and
expansion of our geographic coverage, but significantly strengthens our
marketing and customers service
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opportunities. It
is indeed a privilege to acquire operations that have a rich heritage and that
have enjoyed growth and expansion. The combined efforts of the
dedicated employees of both organizations, expanded facility locations, and
loyal customers should enhance our ability to capitalize on the anticipated
market recoveries in our served markets. We believe this transaction
is good for our industry, our customers, our employees and our shareholders,”
stated David H. Dingus, president and chief executive officer of AZZ
incorporated.
Important
Information About the Tender Offer
This
announcement and the description contained herein are for informational purposes
only and are not an offer to purchase or a solicitation of an offer to sell
securities of NGA. The tender offer described herein has not yet been commenced.
At the time the tender offer is commenced, AZZ intends to file a tender offer
statement on a Schedule TO containing an offer to purchase, a letter of
transmittal and other related documents with the Securities and Exchange
Commission (the “SEC”). At the time the tender offer is commenced, NGA intends
to file with the SEC a solicitation/recommendation statement on Schedule 14D-9
and, if required, will file a proxy statement or information statement with the
SEC at a later date. Such documents will be mailed to stockholders of record and
will also be made available for distribution to beneficial owners of common
stock of NGA. The solicitation of offers to buy common stock of NGA will only be
made pursuant to the offer to purchase, the letter of transmittal and related
documents. Stockholders are advised to read the offer to purchase and the letter
of transmittal, the solicitation/recommendation statement, the proxy statement,
the information statement and all related documents, if and when such documents
are filed and become available, as they will contain important information about
the tender offer and proposed merger. Stockholders can obtain these documents
when they are filed and become available free of charge from the SEC’s website
at www.sec.gov, or from the information agent that AZZ selects. In addition,
copies of the solicitation/recommendation statement, the proxy statement and
other filings containing information about NGA, the tender offer and the merger
may be obtained, if and when available, without charge, by directing a request
to North American Galvanizing & Coatings, Inc. Attention: Beth Pulley at
5314 S. Yale Street, Suite 1000, Tulsa, Oklahoma 74135, or on NGA’s corporate
website at www.nagalv.com.
About
North American Galvanizing & Coatings, Inc. (NASDAQ: NGA)
North
American Galvanizing & Coatings, Inc. is a leading provider of corrosion
protection for iron and steel components fabricated by its customers. NGA has a
large number of hot dip galvanizing facilities in the United States. NGA’s
galvanizing plants offer a broad line of services including centrifuge
galvanizing for small threaded products, sandblasting, chromate quenching,
polymeric coatings, and proprietary INFRASHIELD Coating Application Systems for
polyurethane protective linings and coatings over galvanized surfaces. NGA’s
mechanical and chemical engineers provide customized assistance with initial
fabrication design, project estimates and steel chemistry selection. NGA’s
galvanizing and coating operations are composed of eleven facilities located in
Colorado, Kentucky, Missouri, Ohio, Oklahoma, Tennessee, Texas and West
Virginia. The West Virginia facility began operating in the second
quarter of 2009. These facilities operate galvanizing kettles ranging
in length from 16 feet to 62 feet and have lifting capacities ranging from
12,000 pounds to 40,000 pounds. For more information about NGA, visit
www.nagalv.com.
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About
AZZ incorporated (NYSE: AZZ)
AZZ
incorporated is a specialty electrical equipment manufacturer serving the global
markets of industrial, power generation, transmission and distributions, as well
as a leading provider of hot dip galvanizing services to the steel fabrication
market nationwide.
Safe
Harbor Statement
Certain
statements contained in this press release about our expectations of future
events or results constitute forward-looking statements for purposes of the safe
harbor provisions of The Private Securities Litigation Reform Act of 1995. You
can identify forward-looking statements by terminology such as, “may,” “should,”
“expects, “ “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “continue,” or the negative of these terms or other comparable
terminology. Such forward-looking statements are based on currently available
competitive, financial and economic data and management’s views and assumptions
regarding future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may differ from
those expressed or implied in the forward-looking statements. In addition,
certain factors could affect the outcome of the matters described in this press
release. These factors include, but are not limited to, (1) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the merger agreement, (2) the outcome of any legal proceedings that may be
instituted against us or others following the announcement of the merger
agreement, (3) the inability to complete the tender offer or the merger due to
the failure to satisfy other conditions, (4) risks that the proposed transaction
disrupts current plans and operations, and (5) the costs, fees and expenses
related to the transaction. In addition, this release may contain
forward-looking statements that involve risks and uncertainties including, but
are not limited to, changes in customer demand and response to products and
services offered by AZZ or NGA, including demand by the electrical power
generation markets, electrical transmission and distribution markets, the
industrial markets, and the hot dip galvanizing markets; prices and raw material
cost, including zinc and natural gas which are used in the hot dip galvanizing
process; changes in the economic conditions of the various markets that AZZ or
NGA serve, foreign and domestic, customer request delays of shipments,
acquisition opportunities, adequacy of financing, and availability of
experienced management employees to implement AZZ’s growth strategy. AZZ has
provided additional information regarding risks associated with the business in
the AZZ’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009
and other filings with the SEC, available for viewing on AZZ’s website at
www.azz.com and on the SEC’s website at www.sec.gov. You are urged to consider
these factors carefully in evaluating the forward-looking statements herein and
are cautioned not to place undue reliance on such forward-looking statements,
which are qualified in their entirety by this cautionary statement. These
statements are based on information as of the date of this press release and AZZ
assumes no obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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