ITT Industries German Holding GmbH
ITT Industries Formally Launches Public Offer for WEDECO AG Water Technology
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ITT Industries Formally Launches Public Offer for WEDECO AG Water Technology
– ITT Industries offers EUR18 per WEDECO share in cash, representing a premium
of 36% over the three-month average Xetra closing share price prior to the
date of announcement
– Transaction is approved and recommended by management and supervisory boards
of WEDECO; 27 percent of share capital already committed
– Offer period is scheduled to expire on January 16, 2004
White Plains, New York/Frankfurt, Germany, December 9, 2003 – Following the
signing of a definitive business combination agreement, ITT Industries, through
ITT Industries German Holding GmbH, a fully-owned subsidiary of ITT Industries,
Inc. (NYSE: ITT), today launched its previously-announced public offer for the
acquisition of WEDECO Aktiengesellschaft Water Technology (TecDax: WDO), under
which WEDECO shareholders will receive EUR18 per WEDECO share in cash. This
offer price represents a 36 percent premium over the three-month average Xetra
closing share price of EUR13.22 prior to the initial announcement on November
11, 2003.
Effective today WEDECO shareholders can tender their shares into the offer. The
regular offer period is scheduled to expire at noon CET on January 16, 2004.
The offer document is available on the internet at www.ittnewsanitaire.com.
WEDECO’s largest shareholder, GfS Finance GmbH, holding approximately 27% of
WEDECO’s share capital, has already signed a definitive share purchase
agreement whereby GfS Finance GmbH has agreed to sell to ITT Industries German
Holding GmbH all of its shares held in WEDECO. The management and the
supervisory board of WEDECO are fully supportive of the transaction and
recommend WEDECO’s shareholders accept the offer. They are committed to
WEDECO joining ITT.
The acquisition gives ITT a unique opportunity to further round out its water
and wastewater treatment portfolio, offering a complete market leading line of
pumps, water filtration and disinfection products, with strong positions in
North America, Europe and Asia.
WEDECO, based in Duesseldorf, Germany, employs 800 people and has seven
facilities – two in Germany, and one each in the United States, France, Italy,
Hungary and Korea. The company reported 2002 full-year revenues of EUR134
million ($144 Million), and operating income of EUR13.1 million ($14Million),
reconciled following US-GAAP.
WEDECO shareholders in Germany and the U.S. should receive a copy of the offer
document through their custodian banks. In addition, in Germany and the U.S.,
the offer document can be ordered by calling the “WEDECO order line” at
+49 (0)69 91509 815 in Germany or per fax at +49 (0)69 91509 814. The document
is also available on the internet at www.ittnewsanitaire.com. The offer is
subject to a minimum acceptance threshold of 95%, the absence of a material
adverse event during the offer period and regulatory merger clearance in
Germany, the United States of America and, to the extent required, in Spain.
ITT is being advised by UBS Investment Bank.
For further information please visit the ITT-WEDECO merger website, which
contains the offer document, at www.ittnewsanitaire.com or contact
Tom Glover – ITT Industries – +1 914-319-3451
Ralf König – WEDECO – +49 (0)211 951 9618
Martin Haug – Ketchum Germany – +49 (0)89 12445 121
About ITT Industries
ITT Industries, Inc. (www.itt.com) supplies advanced technology products and
services in key markets including: electronic interconnects and switches;
defense communication, opto-electronics, information technology and services;
fluid and water management and other specialty products. Headquartered in White
Plains, NY, the company generated $4.99 billion in 2002 sales.
The main listing and place of trading for ITT Industries, Inc’s shares is the
New York Stock Exchange. The common shares are currently also listed on the
Midwest, Pacific, Frankfurt and Paris stock exchanges.
Certain material presented herein consists of forward-looking statements which
involve known and unknown risks, uncertainties and other important factors that
could cause actual results to differ materially from those expressed in, or
implied from, such forward-looking statements. Such factors include general
economic conditions, foreign currency exchange rates, competition and other
factors all as more thoroughly set forth in Item 1. Business and Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Forward-Looking Statements in the ITT Industries, Inc. Form 10-K
Annual Report for the fiscal year ended December 31, 2002, and other of its
filings with the Securities and Exchange Commission.
end of message, (c)DGAP 09.12.2003
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WKN: ; ISIN: XF000DGAP009; Index:
Listed:
090800 Dez 03
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