ITT Industries German Holding GmbH
ITT Industries Receives Regulatory Approvals to Go Ahead with Public Offer…
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ITT Industries Receives Regulatory Approvals to Go Ahead with Public Offer for
WEDECO Aktiengesellschaft Water Technology
– Tender offer of EUR18 per share expires this coming Friday, January 16, 2004,
12.00 noon CET
– 75% minimum acceptance and absence of material adverse change only remaining
conditions
– Close to 50% of share capital already committed as per Tuesday, January 13,
6:00pm CET
White Plains, New York/Frankfurt, Germany, January 14, 2004 – ITT Industries
German Holding GmbH, a fully-owned subsidiary of ITT Industries, Inc. (NYSE:
ITT), said today that it has received all necessary regulatory approvals to
proceed with its public offer for WEDECO Aktiengesellschaft Water Technology
(TecDAX: WDO). Regulatory authorities in Germany, the United States and Spain
have approved the combination thereby satisfying the merger control condition
precedent of the public offer.
The only remaining conditions precedent to the public offer now are the absence
of a material adverse change, which ITT to date considers unlikely to occur, and
the satisfaction of the minimum acceptance threshold of 75%. Up until Tuesday,
January 13, 6:00pm CET ITT Industries German Holding GmbH had secured close to
50% of WEDECO’s share capital, including the stake secured from GfS Finance
GmbH, and ITT is confident of securing the remaining 25% to reach the required
threshold of 75%. The public offer will terminate this coming Friday, January
16, 2004, 12:00 noon CET.
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. In addition, 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.
WEDECO shareholders will receive 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 the announcement of the public offer.
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.
For further information please visit the ITT-WEDECO merger website at
http://www.newittsanitaire.com , which contains the offer document as well as
other relevant information concerning the public offer.
ITT’s Fluid Technology group is the world’s leading provider of fluid equipment,
including pumps, and a market leader in water treatment systems providing
complete systems for secondary wastewater treatment and membrane filtration for
the municipal and industrial markets. WEDECO is a market leader in the
manufacture of UV disinfection and ozone oxidation systems.
For further information please visit the ITT-WEDECO merger website, which
contains the offer document, at http://www.ittnewsanitaire.com or contact
Tom Glover – ITT Industries – +1 914-319-3451
Bjorn von Euler – ITT Industries – +1 201 760 5795
Ralf König – WEDECO – +49 (0)211 951 9618
Martin Haug – Ketchum Germany – +49 (0)89 12445 121
About ITT Industries
ITT Industries, Inc. (http://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 USD4.99 billion in 2002 sales.
The main listing and place of trading for ITT Industries stock is the New York
Stock Exchange. The stock is currently also listed on the Midwest, Pacific,
London, 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 14.01.2004
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WKN: ; ISIN: XF000DGAP009; Index:
Listed:
141319 Jän 04
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