Barrier Systems Inc. to be Acquired by Lindsay Manufacturing Co.RIO VISTA, Calif. -- Barrier Systems Inc. ("BSI BSI - British Standards Institute ") today announced that it has entered into an agreement and plan of merger with a new wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Lindsay Manufacturing Company (NYSE NYSE See: New York Stock Exchange : LNN LNN London News Network LNN Lotus Notes Network LNN Willoughby, Ohio (Airport Code) LNN Lions News Network (Lions Clubs) LNN Luthor News Network (Superman) )("Lindsay"), which will result in Lindsay owning all of the outstanding capital stock of BSI at closing. BSI is a privately held California corporation engaged in the manufacture of specialty roadway barriers and crash cushion products that are used to reduce traffic congestion The condition of a network when there is not enough bandwidth to support the current traffic load. congestion - When the offered load of a data communication path exceeds the capacity. and enhance both motorist and highway worker safety. The new wholly owned subsidiary of Lindsay will be merged with and into BSI. Under the terms of the merger agreement, Lindsay agreed to pay $35 million in cash to acquire all of the outstanding stock of BSI, subject to a post-closing net asset adjustment. The merger consideration will be used to repay all funded debt Funded Debt Long-term debt that matures after more than one year. Notes: This is usually issued as a bond or a long-term note. See also: Bond, Debt, Maturity, Note Funded debt Debt maturing after more than one year. of BSI and its transaction expenses, with the remainder being paid to shareholders and option holders of BSI. The merger agreement provides that $3.5 million of the consideration will be held in escrow to secure the indemnification obligations of the shareholders and option holders of BSI. Lindsay intends to fund the payment of the merger consideration from working capital and borrowed funds. The transaction is expected to close within the next 45 days. Mr. Owen S. Denman, PE, Barrier System's President and Chief Executive Officer said, "BSI gets a very strong financial partner to help us further develop the company, our product offerings, distribution system and strength in our markets of highway infrastructure." "We are pleased to announce our entrance into the attractive roadway infrastructure market," commented Rick Parod, Lindsay's President and Chief Executive Officer. "We have a long relationship with Barrier Systems as a customer of our diversified manufacturing segment and have been impressed with the quality of the management team and the prospects for the company's future growth." Regarding the relationship, Owen S. Denman added, "BSI has a 20 year history with Lindsay. They are a very important supplier to us, having made our barrier parts and now many of our crash cushion parts. We will now build on this partnership and have an even closer working relationship going forward." The merger agreement provides for customary representations, warranties and covenants by BSI and Lindsay and is subject to customary closing conditions, including approval by the shareholders of BSI. Collette, Erickson, Farmer & O'Neill LLP LLP - Lower Layer Protocol acted as legal advisor and The Spartan Group LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control acted as financial advisor to BSI. About Barrier Systems Inc. Founded in 1984 and headquartered in Rio Vista, California Rio Vista is a city located in the eastern end of Solano County, California, on the Sacramento River, in the Sacramento River Delta region. The population was 4,571 at the 2000 Census. , BSI manufactures and markets movable roadway barriers for flexibly adding lanes during rush hour traffic to reduce traffic congestion, improve motorist and highway worker safety and increase traffic throughput. The company also produces crash cushions and specialty barrier products and provides field planning and services. More information on the company can be found at www.barriersystemsinc.com. About Lindsay Manufacturing Co. Lindsay celebrated its 50th Anniversary last year and manufactures and markets Zimmatic, Greenfield, Stettyn and Perrot center pivot, lateral move and hose reel irrigation irrigation, in agriculture, artificial watering of the land. Although used chiefly in regions with annual rainfall of less than 20 in. (51 cm), it is also used in wetter areas to grow certain crops, e.g., rice. systems and GrowSmart controls, all of which are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. The company also produces large diameter steel tubing and provides outsourced manufacturing and production services for other companies. At February 28, 2006, Lindsay had approximately 11.5 million shares outstanding, which are traded on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol LNN. More information on the company can be found at www.lindsaymanufacturing.com. Concerning Forward-looking Statements This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results and the likelihood of closing the transactions contemplated by the Merger Agreement. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or including the words "expectation," "outlook," "could," "may," "should," or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. |
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