LS Cable to Acquire Superior Essex for US$900 Million, Creating Global Wire and Cable Industry Leader
11 Giugno 2008 - 9:10AM
Business Wire
LS Cable Ltd. (SEO: 006260) and Superior Essex Inc. (NASDAQ: SPSX)
today announced that they have signed a definitive agreement for LS
Cable to acquire Superior Essex to create a wire and cable industry
leader with a strong product portfolio and capabilities in power
cable, magnet wire, communications cable and copper rod. Under the
terms of the agreement, which has been approved by the boards of
directors of both companies, Superior Essex shareholders will
receive US$45.00 per share in cash, which represents a 50% premium
over the year-to-date average closing price of Superior Essex
common stock. �This transaction will make LS Cable a strong global
competitor at the forefront of the ongoing wire and cable industry
consolidation. Together, we will have worldwide reach through our
diverse network of manufacturing and distribution facilities. Given
the highly complementary geographic locations of our two companies,
this combination greatly expands our global presence. Bringing our
companies together accelerates both companies� strategic plans and
will position us to leverage our operations to drive value and to
capture synergies between the two businesses,� said John Koo,
chairman of LS Cable. �This combination is a perfect operational
and geographic fit,� said Christopher Koo, vice chairman and chief
executive officer of LS Cable. �Both of our companies are highly
respected by customers and suppliers in the wire and cable
industry. Together, we will significantly enhance the value we
offer to all of our customers, as well as to our employees. I have
every confidence that this transaction is the right one.� �This
transaction provides fair value to Superior Essex shareholders and
is an excellent opportunity to significantly enhance our global
expansion and product diversification strategy,� said Stephen
Carter, chief executive officer of Superior Essex. �With LS Cable,
our employees will be part of an industry leader who is equally
committed to operational excellence and to maintaining the quality
and service heritage of Superior Essex. LS Cable also has a strong
R&D program and gives our company increased global scale. By
combining their manufacturing capabilities and product portfolio
with our own, we can better meet the needs of our customers and
extend our reach into new and growing end-markets. We look forward
to working closely with the LS Cable team to realize the many
opportunities this combination creates.� LS Cable has a strong
presence in power cable and communications cable, while Superior
Essex is the world�s largest producer of magnet wire and a leader
in the North American communications cable market. LS Cable has an
extensive footprint in Asia and the Middle East, which will be
complemented by the operations of Superior Essex in North America,
Europe and China. This combination will allow for LS Cable and
Superior Essex to broaden their product offerings to new and
existing customers. It will also allow the combined entity to
accelerate product introductions into new geographic regions.
Additionally, the merger will provide the opportunity for the
combined company to realize savings in procurement logistics and
expanded vertical integration. Transaction Summary Under the terms
of the merger agreement, a subsidiary of LS Cable will make a cash
tender offer to purchase all of the outstanding shares of Superior
Essex common stock for US$45.00 per share, implying a total equity
value of approximately US$900 million. Promptly following
completion of the tender offer, the parties will effect a
second-step merger in which remaining Superior Essex shareholders
will receive the same price per share. LS Cable noted that it has
fully committed financing that, together with its available cash
resources and lines of credit, will provide the financing necessary
to complete the transaction. The tender offer will not be subject
to a financing contingency. LS Cable expects to commence the tender
offer on July 1, 2008, the day it completes its previously
announced internal corporate reorganization and changes its name to
LS Corp. The transaction is subject to customary closing conditions
and regulatory approvals, including the tender of a majority of the
outstanding shares of Superior Essex. The expiration date of the
tender offer will be July 31, 2008, unless extended. Macquarie
Securities Korea Limited and Macquarie Capital (USA) Inc. acted as
Korean and U.S. financial advisors to LS Cable. Cleary Gottlieb
Steen & Hamilton LLP acted as U.S. legal counsel to LS Cable,
and Kim & Chang�acted as Korean�legal counsel�to LS Cable. J.P.
Morgan Securities Inc. acted as exclusive financial advisor to
Superior Essex. Wachtell, Lipton, Rosen & Katz acted as U.S.
legal counsel to Superior Essex, and Bae, Kim & Lee LLC acted
as Korean legal counsel to Superior Essex. Profile of the Combined
Company The combined company will have pro forma consolidated 2007
revenues of US$12.8 billion and will be the third largest wire and
cable manufacturing company in the world. Following the close of
the transaction, Superior Essex will continue to operate under its
current name as a wholly-owned subsidiary of LS Cable. Superior
Essex will maintain its headquarters in Atlanta and its
manufacturing and distribution facilities in the United States,
Canada, China, France, Germany, Italy, Mexico, Portugal and the
United Kingdom. LS Cable currently expects that there will be no
changes in the operations or workforce of Superior Essex as a
result of the transaction and intends to run the company with its
existing management and employees. Superior Essex will continue to
execute its previously announced global magnet wire factory
restructuring activities. About LS Cable LS Cable is a leading wire
and cable manufacturer with headquarters located in Korea. LS Cable
has 6,100 employees and more than 25 manufacturing sites located in
12 countries, with operations on three continents. LS Cable was
founded in Korea in 1962 and it became a listed company on the
Stock Market Division of Korea Exchange (formerly known as Korea
Stock Exchange) in June 1977. LS Cable provides a wide range of
energy and telecom cable solutions as well as electronic components
and industrial machinery for the energy infrastructure,
construction, automotive, railway, telecommunication and electronic
industries. With high, medium, and low voltage power cables, LS
Cable meets its customers� demands for cable and cable systems for
power transmission and distribution in energy infrastructure and
related industries. LS Cable also serves the needs of customers for
optical communication which is the platform of broadband networks.
LS Cable offers various optical cables and optical fibers of single
and multi mode for LAN, access, long distance and metropolitan
networks. LS Cable also supplies coaxial cables, UTP cables and
FTTH (Fiber to The Home) solutions for rapid and massive data
transmission. For more information about LS Cable, please visit our
website at www.lscable.com About Superior Essex Superior Essex
Inc., a FORTUNE 1,000 company, is one of the largest wire and cable
manufacturers in the world. The Company manufactures and supplies a
broad portfolio of wire and cable products for the communications,
energy, automotive, industrial, and commercial & residential
end-markets. It is a leading manufacturer of magnet wire,
fabricated insulation products, and copper and fiber optic
communications wire and cable. It is also a leading distributor of
magnet wire, insulation and related products. Additional
information on the Company can be found on its website at
www.superioressex.com Additional Information This press release is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Superior Essex. At the time the subsidiary of LS Cable
commences the tender offer, it will file a Tender Offer Statement
on Schedule TO with the U.S. Securities and Exchange Commission
(the �SEC�) and Superior Essex will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. THE TENDER OFFER WILL BE MADE SOLELY
BY THE TENDER OFFER STATEMENT. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND ALL OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement will be made available to all
stockholders of Superior Essex, at no expense to them. The Tender
Offer Statement (including the Offer to Purchase, the related
Letter of Transmittal and all other offer documents filed by LS
Cable with the SEC) and the Superior Essex
Solicitation/Recommendation Statement will also be available for
free at the SEC�s website at www.sec.gov. Forward-Looking
Statements and Risk Factors This news release may contain certain
forward-looking statements with respect to the financial condition,
results of operations and business of Superior Essex and certain of
the plans and objectives of Superior Essex with respect to these
items, including without limitation, completion of the tender offer
and merger. Completion of the tender offer and merger are subject
to conditions, including satisfaction of a minimum tender condition
and the need for regulatory approvals, and there can be no
assurance those conditions can be satisfied or that the
transactions described in this press release will be completed. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future and there are many
factors, including, the risk factors detailed in Superior Essex�s
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December 31, 2007 and
its Quarterly Reports on Form 10-Q, that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements. Forward-looking
statements are only as of the date they are made, and we do not
undertake to update these statements to reflect subsequent changes
except as required by federal securities law.
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