Jacuzzi Brands, Inc. (NYSE: JJZ) today announced that a definitive
merger agreement has been signed under which affiliates of private
equity firm Apollo Management L.P. will purchase Jacuzzi Brands in
a transaction having a total value of $1.25 billion, which includes
the assumption of outstanding debt approximating $260 million, net
of cash. Under the terms of the merger agreement, Jacuzzi Brands�
shareholders will receive $12.50 per share in cash. The transaction
will be financed through a combination of equity contributed by
Apollo and debt financing. The Board of Directors of Jacuzzi Brands
has approved the merger agreement and has recommended to Jacuzzi
Brands� shareholders that they vote in favor of the transaction. In
connection with the proposed transaction, Jacuzzi Brands will make
a cash tender offer for all of its outstanding 9.625%�Senior
Secured Notes due 2010. Thomas B. Waldin, Chairman of Jacuzzi
Brands, commented, �In the year since we put Al Marini in charge of
our overall operations, he and his team have made significant
progress in improving the Bath segment and further strengthening
Zurn�s leadership position. During this period there has been a
significant increase in our share price, and these business
advances allow for a transaction that offers a further premium for
the benefit of our shareholders.� Larry Berg, a Senior Partner at
Apollo said, �We are excited to be partnering with George M.
Sherman, Non-Executive Chairman of Rexnord Corporation and former
President and CEO of Danaher Corporation, in the acquisition of
Jacuzzi Brands and look forward to supporting Al Marini and his
management team in continuing the success of the Company. Upon
completion of the merger, George will assume the role of
Non-Executive Chairman of Jacuzzi Brands and will be a co-investor
with Apollo in this transaction.� Alex Marini, President and Chief
Executive Officer of Jacuzzi Brands, said, �This is an exciting
time for the employees, customers, and suppliers of Zurn and the
Jacuzzi Bath and Spa businesses. With the resources of Apollo and
the experience brought by George Sherman, we will be well
positioned to develop and implement cutting-edge strategies to
build upon our already strong leadership positions. I want to
stress to our customers and suppliers that they can expect to
continue to receive the same high levels of service, product
quality, and innovation they have enjoyed for many years.� George
Sherman said, �Jacuzzi Brands brings two attractive operating
segments to Apollo�s portfolio: Zurn, a leader in the domestic
commercial water management industry, and Jacuzzi, a global leader
in branded bath, spa and shower products. I look forward to working
with Al Marini and his management teams in both operating segments
to build upon the strong positions they have achieved in their
respective markets.� The acquisition is subject to certain closing
conditions, including the approval of Jacuzzi Brands� shareholders,
regulatory approval, and the receipt by Apollo of all necessary
debt financing, and is expected to close in the first quarter of
2007. In addition, it is contemplated that the Zurn business will
be transferred to an Apollo portfolio company, Rexnord Corporation,
following the close of this transaction at a price determined
through negotiations between Rexnord and the Apollo affiliates that
have agreed to purchase Jacuzzi Brands. The bath business will
become an independent portfolio company of Apollo. Certain members
of Jacuzzi Brands� management, including Alex Marini, are expected
to remain with the businesses after the closing. Lazard Fr�res
& Co. LLC advised Jacuzzi Brands on this transaction and
provided a fairness opinion to the Board of Directors of Jacuzzi
Brands. Credit Suisse served as advisor to Apollo. This
communication is not a solicitation of a proxy from any security
holder of Jacuzzi Brands. Jacuzzi Brands will file a proxy
statement with the Securities and Exchange Commission as soon as
practicable. WE URGE INVESTORS TO READ THE INFORMATION/PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's
website, www.sec.gov, or from Jacuzzi Brands by directing such
request to Jacuzzi Brands, Attention: Diana Burton, Vice President,
Investor Relations, Phillips Point � West Tower, 777 South Flagler
Drive, Suite 1100, West Palm Beach, FL 33401. Telephone: (561)
514-3850. About Jacuzzi Brands Jacuzzi Brands, Inc., through its
subsidiaries, is a global manufacturer and distributor of branded
bath and plumbing products for the residential, commercial and
institutional markets. These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. Our products are marketed under our portfolio of brand
names, including JACUZZI�, SUNDANCE�, ZURN�, and ASTRACAST�. Learn
more at www.jacuzzibrands.com. About Apollo Management L.P. Apollo,
founded in 1990, is a leader in private equity, debt and capital
markets investing. Since its inception, Apollo has invested over
$16 billion in companies representing a wide variety of industries,
both in the U.S. and internationally. Apollo is currently investing
its sixth private equity fund, Apollo Investment Fund VI, L.P.,
which along with related co-investment entities, represents
approximately $12 billion of new capital. Disclosure Concerning
Forward-Looking Statements Any forward-looking statements made
within this release, including the Company�s current expectations
with respect to the completion of the proposed transaction, future
market conditions, future operating results and other plans,
represent management�s best judgment as to what may occur in the
future and are intended to fall within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as �expects,�
�intends,� �plans,� �projects,� �believes,� �estimates,� �may,�
�will,� �should,� �shall,� and similar expressions typically
identify such forward-looking statements. Even though the Company
believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, it can give no
assurance that its expectations will be attained. In particular,
various economic and competitive factors, including those outside
our control, such as interest rates, foreign currency exchange
rates, inflation rates, instability in domestic and foreign
financial markets, terrorist acts, consumer spending patterns,
energy costs and availability, freight costs, availability of
consumer and commercial credit, adverse weather, levels of
residential and commercial construction, and changes in raw
material and component costs, and the credit worthiness of our
customers, insurers, and investees, and other factors contained in
the Company�s filings with the Securities and Exchange Commission
could cause our actual results during the remainder of 2006 and in
the future years, and other future expectations to differ
materially from those expressed in this press release. Jacuzzi
Brands, Inc. (NYSE: JJZ) today announced that a definitive merger
agreement has been signed under which affiliates of private equity
firm Apollo Management L.P. will purchase Jacuzzi Brands in a
transaction having a total value of $1.25 billion, which includes
the assumption of outstanding debt approximating $260 million, net
of cash. Under the terms of the merger agreement, Jacuzzi Brands'
shareholders will receive $12.50 per share in cash. The transaction
will be financed through a combination of equity contributed by
Apollo and debt financing. The Board of Directors of Jacuzzi Brands
has approved the merger agreement and has recommended to Jacuzzi
Brands' shareholders that they vote in favor of the transaction. In
connection with the proposed transaction, Jacuzzi Brands will make
a cash tender offer for all of its outstanding 9.625% Senior
Secured Notes due 2010. Thomas B. Waldin, Chairman of Jacuzzi
Brands, commented, "In the year since we put Al Marini in charge of
our overall operations, he and his team have made significant
progress in improving the Bath segment and further strengthening
Zurn's leadership position. During this period there has been a
significant increase in our share price, and these business
advances allow for a transaction that offers a further premium for
the benefit of our shareholders." Larry Berg, a Senior Partner at
Apollo said, "We are excited to be partnering with George M.
Sherman, Non-Executive Chairman of Rexnord Corporation and former
President and CEO of Danaher Corporation, in the acquisition of
Jacuzzi Brands and look forward to supporting Al Marini and his
management team in continuing the success of the Company. Upon
completion of the merger, George will assume the role of
Non-Executive Chairman of Jacuzzi Brands and will be a co-investor
with Apollo in this transaction." Alex Marini, President and Chief
Executive Officer of Jacuzzi Brands, said, "This is an exciting
time for the employees, customers, and suppliers of Zurn and the
Jacuzzi Bath and Spa businesses. With the resources of Apollo and
the experience brought by George Sherman, we will be well
positioned to develop and implement cutting-edge strategies to
build upon our already strong leadership positions. I want to
stress to our customers and suppliers that they can expect to
continue to receive the same high levels of service, product
quality, and innovation they have enjoyed for many years." George
Sherman said, "Jacuzzi Brands brings two attractive operating
segments to Apollo's portfolio: Zurn, a leader in the domestic
commercial water management industry, and Jacuzzi, a global leader
in branded bath, spa and shower products. I look forward to working
with Al Marini and his management teams in both operating segments
to build upon the strong positions they have achieved in their
respective markets." The acquisition is subject to certain closing
conditions, including the approval of Jacuzzi Brands' shareholders,
regulatory approval, and the receipt by Apollo of all necessary
debt financing, and is expected to close in the first quarter of
2007. In addition, it is contemplated that the Zurn business will
be transferred to an Apollo portfolio company, Rexnord Corporation,
following the close of this transaction at a price determined
through negotiations between Rexnord and the Apollo affiliates that
have agreed to purchase Jacuzzi Brands. The bath business will
become an independent portfolio company of Apollo. Certain members
of Jacuzzi Brands' management, including Alex Marini, are expected
to remain with the businesses after the closing. Lazard Freres
& Co. LLC advised Jacuzzi Brands on this transaction and
provided a fairness opinion to the Board of Directors of Jacuzzi
Brands. Credit Suisse served as advisor to Apollo. This
communication is not a solicitation of a proxy from any security
holder of Jacuzzi Brands. Jacuzzi Brands will file a proxy
statement with the Securities and Exchange Commission as soon as
practicable. WE URGE INVESTORS TO READ THE INFORMATION/PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's
website, www.sec.gov, or from Jacuzzi Brands by directing such
request to Jacuzzi Brands, Attention: Diana Burton, Vice President,
Investor Relations, Phillips Point - West Tower, 777 South Flagler
Drive, Suite 1100, West Palm Beach, FL 33401. Telephone: (561)
514-3850. About Jacuzzi Brands Jacuzzi Brands, Inc., through its
subsidiaries, is a global manufacturer and distributor of branded
bath and plumbing products for the residential, commercial and
institutional markets. These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. Our products are marketed under our portfolio of brand
names, including JACUZZI(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R). Learn more at www.jacuzzibrands.com. About Apollo
Management L.P. Apollo, founded in 1990, is a leader in private
equity, debt and capital markets investing. Since its inception,
Apollo has invested over $16 billion in companies representing a
wide variety of industries, both in the U.S. and internationally.
Apollo is currently investing its sixth private equity fund, Apollo
Investment Fund VI, L.P., which along with related co-investment
entities, represents approximately $12 billion of new capital.
Disclosure Concerning Forward-Looking Statements Any
forward-looking statements made within this release, including the
Company's current expectations with respect to the completion of
the proposed transaction, future market conditions, future
operating results and other plans, represent management's best
judgment as to what may occur in the future and are intended to
fall within the meaning of the Private Securities Litigation Reform
Act of 1995. Words such as "expects," "intends," "plans,"
"projects," "believes," "estimates," "may," "will," "should,"
"shall," and similar expressions typically identify such
forward-looking statements. Even though the Company believes the
expectations reflected in such forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
expectations will be attained. In particular, various economic and
competitive factors, including those outside our control, such as
interest rates, foreign currency exchange rates, inflation rates,
instability in domestic and foreign financial markets, terrorist
acts, consumer spending patterns, energy costs and availability,
freight costs, availability of consumer and commercial credit,
adverse weather, levels of residential and commercial construction,
and changes in raw material and component costs, and the credit
worthiness of our customers, insurers, and investees, and other
factors contained in the Company's filings with the Securities and
Exchange Commission could cause our actual results during the
remainder of 2006 and in the future years, and other future
expectations to differ materially from those expressed in this
press release.
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