IVAX ENTERS INTO AGREEMENT TO ACQUIRE JOHNSON PRODUCTS CO., INC.
MIAMI and CHICAGO, June 14 /PRNewswire/ -- IVAX Corporation (AMEX: IVX) and Johnson Products Co., Inc. (AMEX: JPC) announced today that they entered into an Agreement and Plan of Merger pursuant to which Johnson Products would be merged into a wholly owned subsidiary of IVAX. Pursuant to the merger agreement, each outstanding share of Johnson Products' common stock will be converted into the right to receive one share of IVAX common stock. If the average price of IVAX' common stock for the 10 trading days preceding the closing is more than $29.00 or less than $24.50, the conversion ratio will be adjusted so that each outstanding share of Johnson Products' stock will be converted into the right to receive a number of IVAX common shares having a value equal to $29.00 or $24.50, respectively. Johnson Products presently has approximately 2.5 million shares outstanding, and the aggregate merger consideration will be between approximately $61 and $73 million. The closing price of Johnson Products' common stock on June 11, 1993 was $19, and the closing price of IVAX' common stock on that date was $25 1/4. IVAX has approximately 68 million shares outstanding. Commenting on the proposed acquisition, Dr. Phillip Frost, the Chairman and Chief Executive Officer of IVAX, stated: "Johnson is a well established, profitable company engaged in a business which is complementary to several of the businesses IVAX is pursuing. It is an excellent fit with Flori Roberts, Inc., our cosmetics and skin care subsidiary, which also focuses parts of its business on African American consumers, and with Baker Cummins Dermatologicals, our dermatological and skin care company, which markets an established line of medicated shampoos, conditioners, and other skin care products." Dr. Frost further commented that "IVAX is committed to the markets serviced by Johnson, and we believe that the experience of IVAX' existing subsidiaries will permit an expansion of Johnson's existing business and better serve the needs of consumers." Joan B. Johnson, Chairman of the Board and Chief Executive Officer of Johnson Products, said "I am excited about IVAX' plans to invest in our Chicago facility and help us better serve our customers. I believe that this transaction will benefit our stockholders, employees and community. Strategically, this transaction has the potential to expand Johnson Products' current distribution and increase the utilization of our Chicago facility. All of us in Johnson Products' management look forward to working with IVAX." She added: "Based on the midpoint of the price range, the aggregate merger consideration for Johnson Products would be approximately $67 million, as compared to our market value of approximately $11 million when I became Chairman in 1989." Consummation of the merger is subject to, among other things, the expiration or termination of any notice and waiting periods under applicable antitrust laws, the effectiveness of a registration statement relating to the IVAX shares to be issued in the merger, the approval of a majority of Johnson Products' shares, and confirmation that the acquisition qualifies for pooling of interest accounting treatment. The date of the Johnson Products stockholders meeting to consider the proposed merger has not yet been determined. Mrs. Johnson, who holds a majority of the shares of Johnson Products, has agreed to vote in favor of the merger agreement, unless the Board of Johnson Products determines to recommend or accept an economically superior offer on or before July 29, 1993. Johnson Products engaged Dean Witter to assist its board in the evaluation of the merger. The merger agreement provides that the Johnson Products Board of Directors may terminate the agreement if either the Board or Johnson Products' stockholders receive an economically superior offer pertaining to the acquisition of Johnson Products or its business, which Johnson Products' Board of Directors, on or before July 29, 1993, resolves to accept or recommend to Johnson Products' stockholders, in accordance with the Board's fiduciary duties. Upon such termination, Johnson Products is obligated to pay IVAX a termination fee in the amount of $1.5 million. Johnson Products, established in 1954, is engaged in the business of manufacturing and marketing personal-care products designed primarily for African American consumers. Its product lines are primarily hair relaxers, conditioners and shampoos, and are marketed to retail consumers and professional hair care customers under nationally recognized brand names such as Ultra Sheen(R), Classy Curl(R), Gentle Treatment(R), Afro Sheen(R), Sof N' Free(R), Sta-Sof-Fro(R), Curly Perm(R) and Moxie(R). IVAX Corporation is a holding company with subsidiaries involved in specialty chemicals, pharmaceuticals and medical diagnostics. IVAX' principal subsidiaries include Baker Norton Pharmaceuticals, Inc., a developer and marketer of unique brand name pharmaceuticals; Norton Healthcare Limited, a leading manufacturer and marketer of generic pharmaceuticals in the United Kingdom, Ireland and other countries; Baker Norton Limited, a marketer of brand name pharmaceuticals in the United Kingdom and other countries; H N Norton Co, a manufacturer of generic pharmaceuticals in the United States; Goldline Laboratories, Inc., a national marketer of generic prescription and over the counter pharmaceuticals in the United States; Baker Cummins Dermatologicals, Inc., a dermatological products company; Flori Roberts, Inc., a skin care and cosmetics company; DVM Pharmaceuticals Inc., a veterinary products company; Baker Cummins, Inc., a marketer of brand name pharmaceuticals in Canada; Diamedix Corporation, a medical diagnostics company; Delta Biologicals S.r.l., a marketer of medical diagnostic tests and instruments in Italy; and IVAX Industries, Inc., a chemical specialties business. -0- 6/14/93 /CONTACTS: Richard C. Pfenniger, Jr., senior vice president-legal affairs of IVAX Corporation, 305-590-2309; or Thomas P. Polke, vice president-finance and chief financial officer of Johnson Products, Inc., 312-483-4100/ (IVX JPC)
CO: IVAX Corporation; Johnson Products Co., Inc. ST: Florida, Illinois IN: MTC HOU SU: TNM
AW -- FL003 -- 1458 06/14/93 09:12 EST
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|Date:||Jun 14, 1993|
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