Watsco Announces Successful Completion of Tender Offer for ACR Group, Inc.
August 06 2007 - 8:44AM
Business Wire
Watsco, Inc. (NYSE:WSO) today announced the successful completion
of the tender offer for the outstanding common stock of ACR Group,
Inc. (AMEX:BRR). The tender offer expired at 12:00 midnight (New
York City time) on August 3, 2007. As of the expiration of the
tender offer, approximately 7,872,127 shares had been validly
tendered and not withdrawn (including shares tendered by notices of
guaranteed delivery). The tendered shares, together with the
3,122,819 of ACR�s outstanding shares the executive officers and
certain of their affiliates have committed to sell to Watsco,
represent approximately 91.1% of ACR�s common stock. All shares
that were validly tendered and not withdrawn have been accepted for
payment. As included in its SEC filings, ACR had annual sales of
$240 million in its most recent fiscal year and is one of the
nation�s largest distributors of air conditioning and heating
products. Founded in 1990, ACR is based in Houston, Texas and
operates from 54 locations serving over 12,000 air conditioning and
heating contractors throughout Florida, Texas, California, Georgia,
Tennessee, Arizona, Colorado, Louisiana, Nevada and New Mexico. ACR
has 503 employees and distributes a full line of air conditioning
and heating equipment and related parts and supplies consisting of
approximately 20,000 SKUs. ACR ranked #7 in The Wholesaler
magazine�s 2007 list of the top 50 HVAC distributors in the United
States. Additional information about ACR may be found on the
Internet at www.acrgroup.com. Albert Nahmad, Watsco�s President and
CEO, commented, �We welcome ACR�s employees to the Watsco family.
ACR�s success over the years is based on the strong relationships
built with HVAC contractors who want the very best service and a
broad range of products available at convenient locations. ACR will
operate as a subsidiary of Watsco under its present name and superb
organization and Watsco will provide resources where needed to
assist with ACR�s growth plans.� Pursuant to the terms of the
previously announced merger agreement, Watsco expects to effect a
merger of Coconut Grove Holdings, Inc., its wholly-owned subsidiary
acquiring the shares through the tender offer, with and into ACR,
pursuant to which all shares of ACR not acquired through the tender
offer will be converted into the right to receive $6.75 per share
(the same price offered in the tender offer) in cash, without
interest. As a result of the merger, ACR will become a direct
wholly-owned subsidiary of Watsco and shares of ACR�s common stock
will cease to be traded on the American Stock Exchange. Because
Coconut Grove Holdings, Inc. is the owner of at least 90% of ACR�s
outstanding shares, Watsco will be able to effect the merger under
Texas law without the need for a meeting of ACR stockholders.
Watsco intends to complete the merger as soon as practicable. ACR
stockholders who continue to hold their shares at the time of the
merger and fulfill the requirements of Texas law will have
appraisal rights in connection with the merger. There are an
estimated 120 million single-family homes in the United States,
most of which have central air conditioning and heating systems.
Eventually, these systems wear out and require repair or
replacement. Watsco's strategy provides the products, support and
convenience that contractors require to satisfy the needs of
homeowners and businesses that depend on the comfort and
energy-efficiency provided by HVAC systems. Watsco is the largest
independent distributor of air conditioning, heating and
refrigeration equipment and related parts and supplies in the HVAC
industry and, including ACR, will operate 440 locations serving
over 40,000 customers in 34 states. The Company's goal is to build
a national network of locations that provide the finest service and
product availability for HVAC contractors, assisting and supporting
them as they serve the country's homeowners and businesses.
Additional information about Watsco may be found on the Internet at
http://www.watsco.com. This document includes certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ
materially from these expectations due to changes in economic,
business, competitive market, regulatory and other factors,
including, without limitation, the effects of supplier
concentration, competitive conditions within Watsco's industry,
seasonal nature of sales of Watsco's products, insurance coverage
risks and final GAAP adjustments. Forward-looking statements speak
only as of the date the statement was made. Watsco assumes no
obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors
affecting forward-looking information. Detailed information about
these factors and additional important factors can be found in the
documents that Watsco files from time to time with the Securities
and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K.
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