Avery Dennison to Acquire Stimsonite Corporation.PASADENA, Calif./NILES, Ill.--(BUSINESS WIRE)--June 4, 1999-- Company to Expand Its Reflective Materials Operation; Acquisition Provides Proprietary Technology to Broaden Product Range for Vast and Growing Worldwide Highway Safety Industry Avery Dennison Avery Dennison Corporation (NYSE: AVY) produces pressure-sensitive materials (such as self-adhesive labels), office products, and various paper products. R. Stanton Avery founded Avery in 1935. Avery Dennison Corporation was created in 1990 by merger of Avery and Dennison. Corporation (NYSE NYSE See: New York Stock Exchange :AVY) (PSE PSE 1. pale soft exudative pork. 2. portosystemic encephalopathy. :AVY) and Stimsonite Corporation (Nasdaq:STIM STIM Stimulation STIM Svenska Tonsättares Internationella Musikbyrå STIM Star Trek Italia Magazine STIM Smart Transducer Interface Module (from IEEE standard 1451.1) STIM Security Through Interaction Modeling STIM Society to Increase Mobility ) jointly announced today that they have signed a definitive merger agreement under which Avery Dennison will offer to acquire all of the outstanding shares of Stimsonite for $14.75 per share in cash, or a total of approximately $137 million. Avery Dennison plans to commence a cash tender offer for all outstanding shares of Stimsonite's common stock. The acquisition will be accounted for as a purchase and is expected to be funded with debt. The transaction is expected to be slightly additive additive In foods, any of various chemical substances added to produce desirable effects. Additives include such substances as artificial or natural colourings and flavourings; stabilizers, emulsifiers, and thickeners; preservatives and humectants (moisture-retainers); and to Avery Dennison earnings in 1999. Certain directors and affiliates of Stimsonite, who together own approximately 20 percent of the outstanding Stimsonite shares, have agreed to tender their shares in the Avery Dennison offer. "Stimsonite's business is an excellent strategic fit for Avery Dennison and provides us with significant growth opportunities," said Philip M. Neal, president and chief executive officer of Avery Dennison. "Stimsonite's proprietary microreplication technology platform will be an excellent addition to Avery Dennison's market-leading technological capabilities in pressure-sensitive adhesives, enabling us to create and develop a variety of innovative new products and applications. "Stimsonite's strong brand name and reputation for high- performance, innovative reflective products for the $1.5 billion worldwide highway safety industry will significantly strengthen our existing reflective films business, and will provide us with a greatly expanded product line and distribution network. "In addition, Stimsonite's microreplication technology has extensive applications beyond the highway safety industry including home entertainment, computers, architectural lighting, medical products and textiles," Neal said. Robert Stutz, president and chief executive officer of Stimsonite stated: "The combination of Avery Dennison and Stimsonite is a natural. Our respective technologies and market strengths are very complementary. We are looking forward to working together in realizing the full potential of these synergies." The tender offer is conditioned on the valid tender of a majority of Stimsonite's outstanding shares, expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. and other customary closing conditions. Assuming that at least 90 percent of the Stimsonite shares are tendered in the offer, Avery Dennison and Stimsonite expect to complete the transaction before the end of July 1999. Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis. & Co. acted as financial advisor to Stimsonite Corporation in connection with the transaction. Stimsonite Corporation, based in Niles, is a leading worldwide manufacturer and marketer of reflective safety products for the transportation industry and a pioneer in microreplication technology for a diverse range of industries. Stimsonite products include raised reflective pavement markers, work zone markers, highway delineators and state-of-the-art, high- performance optical films for use in the construction of highway signs. In 1998, the company generated sales of $87.4 million, net income of $4.9 million and cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses of $6.3 million. Avery Dennison develops, manufactures and markets innovative self-adhesive solutions for consumer products and label systems. Based in Pasadena, the company had 1998 sales of $3.5 billion and makes a wide range of products for consumer and industrial markets, including Avery-brand office products, Fasson-brand self-adhesive materials, peel-and-stick postage stamps This is a list of postage stamps that are especially notable in some way. The best-known stamps:
v. au·to·mat·ed, au·to·mat·ing, au·to·mates v.tr. 1. To convert to automatic operation: automate a factory. 2. retail tag and labeling systems, and specialty tapes and chemicals. For more information visit the Avery Dennison Web site at www.averydennison.com Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain information presented in this news release may constitute "forward-looking" statements. These statements are subject to certain risks and uncertainties. Actual results and trends may differ materially from historical or expected results depending on a variety of factors, including but not limited to availability of raw materials, foreign exchange rates, worldwide and local economic conditions, fluctuations in consumer demand affecting sales to, and production and inventory levels at, customer companies and other matters referred to in the company's SEC filings. |
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