Butler Manufacturing Company Announces Acquisition by BlueScope Steel.Business Editors KANSAS CITY Kansas City, two adjacent cities of the same name, one (1990 pop. 149,767), seat of Wyandotte co., NE Kansas (inc. 1859), the other (1990 pop. 435,146), Clay, Jackson, and Platte counties, NW Mo. (inc. 1850). , Mo.--(BUSINESS WIRE)--Feb. 15, 2004 Butler Manufacturing Company (NYSE NYSE See: New York Stock Exchange : BBR BBR Bureau of Business Research BBR Broadbandreports.com (website) BBR Bending Beam Rheometer BBR Burnt Beyond Repair BBR Black Body Radiation (quantum physics) BBR Baby Back Ribs BBR Back Bone Ring ), the world's leading provider of pre-engineered metal building systems and a leading producer of architectural aluminum systems and components, announced today that it plans to be acquired by BlueScope Steel BlueScope Steel is a flat product steel producer with operations in Australia, New Zealand, Asia, the Pacific and North America. It was "spun out" from BHP Billiton in 2002 as BHP Steel and renamed BlueScope Steel on 17 November 2003. Limited (BSL (language) BSL - A variant of IBM's PL/S systems language. Versions: BSL1, BSL2. :ASX ASX See: Australian Stock Exchange ). Butler CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. John Holland said the announcement was good news for Butler for several reasons. "BlueScope Steel appreciates the value of Butler's many strong brands, including its leading brand Butler(R) pre-engineered metal buildings, industry-leading distribution and our excellent design expertise and technical capabilities," said Holland. "Being part of their organization will accelerate the revitalization re·vi·tal·ize tr.v. re·vi·tal·ized, re·vi·tal·iz·ing, re·vi·tal·iz·es To impart new life or vigor to: plans to revitalize inner-city neighborhoods; tried to revitalize a flagging economy. of our North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. Buildings operations and enable BlueScope Steel to combine forces with Butler's outstanding China business to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the opportunities we have in this dynamic region while opening the door to more global potential. "This allows us to continue providing excellent quality and service to our Butler Builders(R) and customers while joining a global player that really understands the steel business and the value of downstream products that Butler provides." BlueScope Steel will offer US$22.50 per share for approximately 6.4 million common shares outstanding, and assume net debt of approximately US$60 million, representing a total outlay of US$204 million (A$260 million). Butler and BlueScope Steel have reached agreement on the terms of the merger, and Butler's Board of Directors will recommend to Butler shareholders acceptance of BlueScope Steel's offer. The acquisition will be subject to approval by regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Butler shareholders are expected to vote on the proposed acquisition in April. BlueScope Steel Managing Director and CEO Kirby Adams said, "Butler Manufacturing Company is the world's premier brand in pre-engineered steel building systems, with leading market positions in both North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and China. Butler is a long-established business, with strong, well-recognised brands and excellent design and technical capabilities. "Strategically, the combination of BlueScope Steel and Butler creates a very strong global player in steel building components and pre-engineered buildings. BlueScope Steel has a long-term growth strategy to increase its proportion of high value-added products, and to provide inspired solutions, particularly for the building and construction industry - a strategy that sets BlueScope Steel apart," Adams said. BlueScope Steel, headquartered in Melbourne, Australia, is the largest steel producer in Australia and New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. . This flat steel producer manufactures steel slab, hot and cold rolled coil, plate, tinplate and metallic painted Metallic paint, also called polychromatic or "metal flake" paint, is used on the majority of new automobiles sold. Metallic paint can reveal the contours of bodywork more than non-metallic, or "solid" paint, and appears brighter in dull conditions. and coated steel products such as the market-leading COLORBOND(R) and ZINCALUME(R) steel brands. The acquisition is consistent with Butler's desire to strengthen operations. Butler announced on October 30, 2003 that its Board had authorized management to explore various strategic options for the company, including solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of private investment capital, asset sales and the sale of the company. Over the past several months, at the invitation of the Butler's Board of Directors, BlueScope Steel has undertaken extensive due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. of the Butler business. Pending shareholder and regulatory approval, Butler and BlueScope Steel expect the acquisition of Butler Manufacturing to be complete within 60-90 days. Butler Manufacturing Company is the world's leading producer of pre-engineered building systems, a leading supplier of architectural aluminum systems and components, and provides construction and real estate services for the nonresidential construction market. Statements in this press release concerning the company's business outlook or future economic performance; anticipated profitability, revenues, expenses or other financial items, together with other statements that are not historical facts, are "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. " as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in such statements. Such risks and uncertainties include, but are not limited to, industry cyclicality, fluctuations in customer demand and order pattern, the seasonal nature of the business, changes in pricing or other actions by competitors, and general economic conditions, as well as other risks detailed in the company's 2002 Annual Report to Shareholders on page 16. Corporate Background: Butler Manufacturing Company Butler Manufacturing Company is a leader in the marketing, design, and production of systems and components for nonresidential structures. Products and services are provided within the commercial, community, industrial, and agricultural markets. Butler was founded in 1901, and currently operates manufacturing, engineering, and service centers throughout the United States and fifteen foreign countries. The company's products are primarily sold, installed, and serviced through approximately 4,000 independent dealers in the United States and throughout the world. Butler also provides complete design/build construction services directly to large customers with multiple sites or with projects of unusual size or complexity. The businesses of the Building Systems segment, the company's largest segment, are involved in the design, manufacture, marketing, and sale of steel and wood frame pre-engineered building systems. This segment's products consist primarily of custom designed and pre- engineered one to five-story steel and one to two-story wood framed buildings for use as office buildings, manufacturing facilities, warehouses, schools, shopping centers shopping center, a concentration of retail, service, and entertainment enterprises designed to serve the surrounding region. The modern shopping center differs from its antecedents—bazaars and marketplaces—in that the shops are usually amalgamated into , livestock, and farm buildings. The Architectural Products segment includes the businesses of the Vistawall Group. These businesses design, manufacture, and market architectural aluminum storefront and engineered curtainwall systems under the Vistawall(R) brand; Naturalite(TM) skylights; Skywall(R) translucent translucent slightly penetrable by light rays. roof and wall systems; and Moduline(TM) window systems. This segment's products are primarily targeted for use in the office and commercial construction markets. The Construction Services segment provides comprehensive design, planning, and construction services for major purchasers of construction. Emphasis is placed on those segments of the market where products supplied by Butler's pre-engineered metal buildings division have appropriate application for the customer's requirements. Projects are executed primarily in conjunction with Butler Builders(R) located in the markets where the facilities are constructed. The Real Estate segment provides build-to-suit-to-lease development services for major corporations who prefer to lease, rather than own their facilities. Butler Real Estate capitalizes on the extensive construction capabilities of the Butler Builder dealer network for project execution. Completed facilities are sold to permanent investors. Butler Manufacturing Company's strategy is to be the value and service leader for building systems, specialty components, and construction services for nonresidential construction customers.
Media Background on John J. Holland
1980 to Present Butler Manufacturing Company
Kansas City, Missouri
2001 Chairman and Chief Executive Officer
1999 to 2001 President & Chief Executive Officer
1998 to 1999 Executive Vice-President
1990 to 1998 Vice President, Finance & CFO
1980 to 1990 Various Financial/Operating
Positions
1975 to 1980 St. Luke's Hospital of Kansas City
1972 to 1975 Arthur Andersen LLP
YEAR OF BIRTH 1950
EDUCATION AND PROFESSIONAL
University of Kansas, Bachelor of Science in Business/Accounting, 1972
University of Kansas, Masters in Business Administration, 1980
Certified Public Accountant, 1972
American Institute of Certified Public Accountants, 1972
Financial Executives Institute, Inc., 1984
OTHER PROFESSIONAL AND BUSINESS AFFILIATIONS
National Association of Manufacturers - Director
Butler Manufacturing Company - Director
Cooper Tire & Rubber Company - Director
SCS Transportation, Inc. - Director
CIVIC AND COMMUNITY AFFILIATIONS
Board of Directors - St. Luke's Health System of Kansas City
Board of Trustees - William Jewell College
Advisory Director - Heart of America Family Services
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