Habasit to Acquire Summa Industries for $15.00 per Share in Cash
01 Settembre 2006 - 12:00PM
PR Newswire (US)
REINACH-BASEL, Switzerland and TORRANCE, Calif., Sept. 1
/PRNewswire-FirstCall/ -- Habasit Holding AG, a privately held
Swiss company, and Summa Industries (NASDAQ:SUMX) today jointly
announced that they have entered into an agreement and plan of
merger for a wholly-owned subsidiary of Habasit to acquire Summa
Industries via a cash tender offer for all outstanding shares of
Summa common stock. The boards of directors of Habasit and Summa
have unanimously approved the offer, and the board of directors of
Summa will unanimously recommend that Summa stockholders accept the
offer and tender their shares. Under the terms of the agreement, a
wholly-owned subsidiary of Habasit will commence a cash tender
offer to acquire all of the outstanding common stock of Summa at a
price of $15.00 per share. The offer represents a 76% premium to
yesterday's closing price of $8.51 per share of Summa common stock
on the Nasdaq Global Market, and a 62% premium to the average of
the high and low prices of Summa common stock for the three month
period ended August 31, 2006. Consummation of the offer is subject
to the prior satisfaction of several conditions, including, among
others, receipt of US and foreign regulatory approvals and the
tender to Habasit of not less than a majority of the
then-outstanding Summa shares in the tender offer. Following
consummation of the tender offer and the satisfaction of customary
closing conditions, including regulatory and other standard
approvals, Habasit will acquire Summa in a cash merger, with Summa
becoming a wholly-owned subsidiary of Habasit, and any remaining
Summa shares not tendered in the offer, other than dissenting
shares, will be entitled to receive the same cash consideration of
$15.00 per share in the merger. In connection with the transaction,
Habasit will assume approximately $21 million in existing
indebtedness of Summa. Mr. Giovanni Volpi, Chairman of Habasit AG,
said, "I am delighted to be able to expand the U.S. operations of
Habasit, particularly in the conveyor belt products, where Habasit
is the global leader. All of the management of Summa Industries and
its subsidiaries will remain in place and existing U.S. operations
will continue. We intend to invest to improve operating
efficiencies and customer service and to strengthen relationships
with Summa's customers and distributors." Commenting on the
transaction, Mr. James R. Swartwout, Chairman of the Board and
Chief Executive Officer of Summa, said, "Habasit will be a good
parent corporation for Summa Industries. With financial strength,
global reach, world-class manufacturing systems, and a culture of
innovation and outstanding customer service, Habasit will support
continuing growth and operating improvement at Summa." Habasit
Holding AG is a leading global producer of high quality conveyor
belts and power transmission belts. Habasit's U.S. headquarters are
located in Suwanee, Georgia. For more information regarding
Habasit, visit the company's website at http://www.habasit.com/ .
Summa Industries manufactures proprietary plastic components for
industrial and commercial markets. For more information regarding
Summa, visit the company's website at
http://www.summaindustries.com/ . Habasit's principal legal advisor
on the transaction is Paul, Hastings, Janofsky & Walker LLP.
Summa's financial advisor on the transaction is Duff & Phelps,
LLP, and its principal legal advisor is Sheppard, Mullin, Richter
& Hampton, LLP. Notice to Investors. This announcement does not
constitute an offer to purchase or a solicitation of an offer to
sell any securities. The tender offer for the outstanding shares of
common stock of Summa described in this announcement has not
commenced. Any offers to purchase or solicitation of offers to sell
will be made only pursuant to a tender offer statement on Schedule
TO filed by Habasit with the US Securities and Exchange Commission
(SEC) and a solicitation/recommendation statement on Schedule 14D-9
filed by Summa with the SEC. The tender offer statement (including
an offer to purchase, a letter of transmittal and 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. Those
materials will be made available to all stockholders of Summa at no
expense to them. In addition, all of those materials (and all other
offer documents filed with the SEC) will be available at no charge
on the SEC's web site ( http://www.sec.gov/ ). Summa Cautionary
Statement Regarding Forward-Looking Information and "Safe Harbor"
Statement under the Private Securities Litigation Reform Act of
1995. A number of the matters discussed in this document that are
not historical facts deal with potential future circumstances and
developments, including in particular, whether and when the
transactions contemplated by the merger agreement will be
consummated. All statements about such matters constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are based on management's
beliefs, certain assumptions and current expectations. In addition,
any statements that are not statements of historical fact
(including statements containing the words "believes," "will,"
"plans," "anticipates," "expects," and similar expressions) should
also be considered to be forward looking statements. The discussion
of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include,
without limitation: the result of the review of the proposed
transactions by various US and foreign regulatory agencies; any
conditions imposed on the companies in connection with consummation
of the transactions described herein; the number of shares tendered
by stockholders of Summa; approval of the merger between Habasit
and Summa by the stockholders of Summa, if required; satisfaction
of various other conditions to the closing of the transactions
described herein; and the risks that are described from time to
time in Summa's reports filed with the SEC, including the annual
report on Form 10-K for the year ended August 31, 2005, the
quarterly reports on Form 10-Q for the quarterly periods since
ended and Summa's current reports on Form 8-K. This document speaks
only as of its date, and each entity disclaims any duty to update
the information contained herein. DATASOURCE: Summa Industries
CONTACT: Jim Swartwout of Summa Industries, +1-310-792-7024 Web
site: http://www.summaindustries.com/ http://www.habasit.com/
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