Kimball Electronics Completes Reptron Acquisition; Reptron Electronics Announces Completion of Tender Offer and Consent Solicitation for Senior Secured Notes.JASPER, Ind. -- Kimball Electronics Group ("Kimball"), a division of Kimball International Kimball International, Inc. NASDAQ: KBALB is a manufacturer of furniture and industrial electronics. Founded by W.W. Kimball in 1857 as a piano dealership, it was discontinued after 1996 but remains one of America's oldest and most distinguished keyboard instrument , Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :KBALB) and Reptron Electronics, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :RPRN) ("Reptron"), announced today that they have closed on their definitive merger announced last December. The agreement, as amended, had been unanimously approved by the boards of directors of both Kimball and Reptron, but was subject to Reptron shareholder approval, which was obtained at a special meeting of shareholders held earlier today. The voting results as certified by the Inspector of Elections were as follows: 84.4% of the issued and outstanding shares voted at the meeting; 2,561,042 shares, representing 51.2% of the shares outstanding, voted in favor of the merger; 1,676,590 shares, representing 33.39% of the shares outstanding, voted against; 376 shares, representing .007% of the shares outstanding, abstained. Under the terms of the agreement, Reptron will become a 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 Kimball. Reptron's four manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. located in Tampa, Florida “Tampa” redirects here. For other uses, see Tampa (disambiguation). Tampa is a United States city in Hillsborough County, on the west coast of Florida. It serves as the county seat for Hillsborough County.GR6. ; Hibbing, Minnesota Hibbing is a city in St. Louis County, Minnesota, USA. The population was 17,071 at the 2000 census. The city was built on the rich iron ore of the Mesabi Iron Range. At the edge of town is the largest open-pit iron mine in the world.[1] U.S. ; Gaylord, Michigan Gaylord is a city in the U.S. state of Michigan. As of the 2000 census, the city population was 3,681. It is the county seat of Otsego County6. Gaylord styles itself as an "Alpine Village" and the city center features many buildings with Tyrolean traverse style ; and Fremont, California For the unincorporated community in Yolo County, California, see . Fremont (IPA: /ˈfriːmɒnt/) is a city in California that was incorporated on January 23, 1956, from the merger of five smaller communities: will be renamed with Kimball Electronics identities. The acquisitions will increase Kimball's capabilities and expertise in support of the company's long term strategy to grow business in the medical electronics and high end industrial sectors. Reptron's sales revenue for the 12 months ending September 30, 2006 was $145 million. "We are very pleased to welcome the fine Reptron organization into the Kimball Electronics family," said Don Charron, President, Kimball Electronics. "We look forward to bringing a deeper package of value, an expanded global supply chain, and a global footprint of production capabilities to our new customersOBy doing so, we believe that our customers will be able to shift their own resource allocations from manufacturing to focus on other business areas such as product marketing and development." "Kimball's culture of excellence and committed customer service is easily embraced by our employees and will provide for a seamless transition without loss of performance," said Paul Plante, Reptron's Chief Executive Officer. Jim Thyen, President and Chief Executive Officer, Kimball International, stated, "We believe this combination of medical expertise and operational excellence, along with our existing global footprint and financial strength, will make for an excellent organization, not only supporting our growth and diversification strategy, but adding increased value to both new and existing customer relationships." With the completion of this acquisition, sales to customers in the medical sector represent the largest percentage of Kimball Electronics' business. "The medical industry is being tracked as possessing some of the greatest growth potential among EMS [Electronics Manufacturing Services Electronic manufacturing services (EMS) is term used for companies that design, test, manufacture, distribute and provide return/repair services for electronic component and assemblies for original equipment manufacturers (OEMs). ] companies," stated Charron. "We intend to pursue growth and diversification in the medical field while maintaining our commitments to our other key markets." Reptron announced the successful completion of its cash tender offer (the "Offer") and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for its Senior Secured Notes due 2009 (the "Notes"). A total of $25,253,448 in aggregate principal amount, or approximately 84% of the Notes outstanding had been tendered and not withdrawn as of 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on February 2, 2007 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). On February 15, 2007, Reptron accepted the Notes for purchase and Kimball paid the Depository Agent on behalf of Reptron for all Notes tendered pursuant to the Offer. The total approximate value of the merger transaction was $49.5 million. Reptron also announced the completion of the consent solicitation relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Notes. On February 15, 2007, Reptron and HSBC Bank USA HSBC Bank USA, N.A., the United States subsidiary of the HSBC Holdings plc, is a bank with its head office in New York City. History The Hongkong and Shanghai Banking Corporation acquired a 51% shareholding in Marine Midland Bank of New York State, headquartered in , National Association executed a supplemental indenture upon receipt of the requisite consents to the proposed amendments to the indenture governing the Notes. The amendments, which eliminate or modify substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. in the indenture, became operative upon acceptance of the Notes for purchase. Jefferies Broadview, a division of Jefferies & Company, Inc. acted as exclusive financial advisor to Reptron and delivered a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to Reptron's board of directors. Squire, Sanders & Dempsey L.L.P. acted as legal counsel to Kimball and Schwabe, Williamson & Wyatt, PC acted as legal counsel to Reptron. Forward Looking Statements This press release contains forward-looking statements, including statements regarding the expected benefits of the acquisition, which involve a number or risks and uncertainties. These statements are based on Kimball's and Reptron's current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the successful integration of Reptron into Kimball's business subsequent to the closing of the acquisition; timely development, competitive products and pricing, as well as fluctuations in demand; cost and availability of raw materials; potential equipment malfunction; and plant construction and repair delays; uncertainties involved in implementing improvements in the manufacturing process; the ability to retain key management and technical personnel of Reptron; adverse reactions adverse reactions, n.pl unfavorable reactions resulting from administration of a local anesthetic; responsible factors include the drug used, concentration, and route of administration. to the proposed transaction by customers, suppliers and strategic partners; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; and the risk factors listed from time to time in Reptron's reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. Kimball and Reptron are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. About Reptron: Reptron Electronics, Inc. is an electronics manufacturing services company providing engineering services, electronics manufacturing services, and display integration services. Reptron Manufacturing Services offers full electronics manufacturing services including complex circuit board assembly, complete supply chain services, and manufacturing engineering Manufacturing engineering Engineering activities involved in the creation and operation of the technical and economic processes that convert raw materials, energy, and purchased items into components for sale to other manufacturers or into end products for services to original equipment manufacturers (OEMs) in a wide variety of industries. Reptron Outsource Manufacturing and Design provides value-added display design engineering and system integration services to OEMs. For more information about Reptron, please access http://www.reptron.com. About Kimball Electronics: Started in 1961, Kimball Electronics Group is a global contract electronics manufacturing services company that specializes in durable electronics for the automotive, medical, industrial and public safety markets. Kimball Electronics Group is well recognized for its excellent quality, reliability and innovative service. The September 2005 issue of "Electronic Business" magazine ranked Kimball Electronics as #26 among the global Top 100 Contract Manufacturers. In June 2005, Electronics Supply & Manufacturing magazine rated Kimball Electronics #20 among the Top 50 Electronics Manufacturing Services Companies. Kimball Electronics Group has manufacturing operations in the U.S., Mexico, Thailand, Poland, Wales Wales, Welsh Cymru, western peninsula and political division (principality) of Great Britain (1991 pop. 2,798,200), 8,016 sq mi (20,761 sq km), west of England; politically united with England since 1536. The capital is Cardiff. , Ireland, and China. To learn more about Kimball Electronics Group, visit our website at: www.kegroup.com About Kimball International: Recognized with a reputation for excellence, Kimball International is committed to a high performance culture that values personal and organizational commitment to quality, reliability, value, speed, and ethical behavior. Kimball employees know they are part of a corporate culture that builds success for Customers while enabling employees to share in the Company's success through personal, professional and financial growth. Kimball International, Inc. (NASDAQ: KBALB) provides a variety of products from its two business segments: the Furniture and Cabinets segment and the Electronic Contract Assemblies segment. The Electronic Contract Assemblies segment provides engineering and manufacturing services which utilize common production and support capabilities to a variety of industries globally. The Furniture and Cabinets segment provides furniture for the office and hospitality industries, sold under the Company's family of brand names. To learn more about Kimball International, Inc., visit the Company's website on the Internet at: www.kimball.com "Kimball International O We Build Success!" |
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