Snap-on to Acquire Leading Provider of Automotive Parts and Service Information - ProQuest Business Solutions.Acquisition Accelerates Snap-on's Profitable Growth Strategy by Expanding Diagnostics and Information Systems Offering for Global Automotive OEMs and their Dealerships Accretive to Snap-on's Earnings Per Share and Cash Flow in 2007 KENOSHA, Wis. -- Snap-on Incorporated (NYSE NYSE See: New York Stock Exchange :SNA (Systems Network Architecture) IBM's mainframe network standards introduced in 1974. Originally a centralized architecture with a host computer controlling many terminals, enhancements, such as APPN and APPC (LU 6. ), a leading global innovator, manufacturer and marketer of tools, diagnostics and equipment solutions for professional users, today announced that it has entered into a definitive agreement to acquire ProQuest Business Solutions from ProQuest Company (NYSE:PQE PQE Post Qualification Experience PQE Print Quality Enhancement PQE Province of Quebec PQE Preliminary Qualifying Exam PQE Project Quality Engineering PQE Procurement Quality Engineering PQE point quotation explanation PQE Pragmatic Quality Evaluation ) for approximately $480 million in cash plus the assumption of $19 million of debt. ProQuest Business Solutions is a world leader in automotive parts and service information. Its products are aimed at helping original equipment manufacturers (OEMs) and their dealers enhance their service operations. ProQuest Business Solutions' products include integrated software Separate software components or applications that have been combined into one package. See integrated software package. , services and systems that transform complex technical data for parts catalogs into easily accessed electronic information (electronic parts catalogs (EPCs)). Other products and services include warranty management systems and analytics to help dealerships manage and track performance. Over 33,000 automotive dealerships around the world use ProQuest Business Solutions' EPCs, which are available in 26 different languages and support 15 automotive manufacturers and 31 brands. ProQuest Business Solutions' products are also sold to over 85,000 dealers in the power equipment and power sports markets. Unaudited revenues for the 12 months ended June 2006 were $185 million. "This is a compelling strategic transaction that affords exciting growth opportunities for our customers, associates and shareholders," said Jack D. Michaels, Snap-on's chairman, president and chief executive officer. "Our Diagnostics and Information Group has successfully built a solid financial and operating platform and has earned the right to grow by acquisition. This acquisition should further leverage that strength. ProQuest Business Solutions' ability to consolidate and transform complex manufacturer data from disparate sources into cohesive, integrated and highly customized systems makes it an important addition to our Diagnostics and Information Group. By integrating our complementary capabilities, we believe Snap-on will be uniquely positioned to add value for global OEMs and enhance the productivity and profitability of their dealerships. "While we execute on this acquisition, we will maintain the positive momentum achieved with our strategic growth initiatives in Snap-on's Commercial and Industrial Group and Tools Group. We have great confidence that these initiatives, together with this transaction, position Snap-on for sustained growth and value creation," said Michaels. "Snap-on shares our goal of being the global provider of choice for integrated information solutions for the automotive, power equipment and power sports markets," said Andrew Wyszkowski, president of ProQuest Business Solutions. "We believe that together with Snap-on's diagnostics and information capabilities, we can further enhance our offerings for our global OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and and dealership customers." "We have great admiration for the ProQuest Business Solutions team and the record of innovation they have established," continued Michaels. "We welcome ProQuest Business Solutions' associates to Snap-on and anticipate them to be an important part of our continued growth and success." Strategic and Financial Benefits of the Transaction [TABLE OMITTED] Approvals and Closing The transaction is subject to customary closing conditions, which are set forth in the definitive agreement to be filed today by Snap-on on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , and regulatory approvals, including expiration or termination 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. of 1976. The transaction is expected to close by the end of November 2006 and is not subject to any financing conditions. Advisors In connection with the transaction, Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG. is acting as financial advisor to Snap-on, and Quarles & Brady LLP LLP - Lower Layer Protocol is legal counsel. Allen & Company LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control is acting as financial advisor to ProQuest Company, and McDermott Will & Emery emery: see corundum. emery Granular rock consisting of a mixture of the mineral corundum (aluminum oxide, Al2O3) and iron oxides such as magnetite (Fe3O4) or hematite (Fe2O3). is legal counsel. Conference Call and Webcast at 10:00 a.m. Eastern Today A discussion of this release will be webcast at 10:00 a.m. Eastern today, and a replay will be available for at least 10 days following the call. To access the webcast, visit www.snapon.com, click on Snap-on Corporate and then on Investor Events in the drop-down menu See pull-down menu. drop-down menu - pull-down menu under Investor Information. Additional detail about Snap-on is also available on the Snap-on Web site. About ProQuest Business Solutions ProQuest Business Solutions, headquartered in Richfield, Ohio Richfield is a village in Summit County, Ohio, United States. The population was 3,286 at the 2000 census. The village and surrounding township are fast-growing, rural/suburban communities, known for good schools and being equidistant between the downtown areas of Akron and , is a world leader in electronic parts catalogs. ProQuest products transform complex technical data for parts catalogs into easily accessed electronic information for the world's automotive, power equipment and power sports manufacturers and their dealer networks. ProQuest also provides warranty management systems and analytics to help dealerships manage and track performance. About Snap-on Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, diagnostics and equipment solutions for professional users. Product lines include hand and power tools, tool storage, diagnostics software, information and management systems, shop equipment and other solutions for vehicle manufacturers, dealerships and repair centers, as well as customers in industry, government, agriculture and construction. Products are sold through its franchisees, company-direct sales and distributor channels, as well as over the Internet. Founded in 1920, Snap-on is a $2.4 billion, S&P 500 company headquartered in Kenosha, Wisconsin Kenosha (pronounced [kəˈnoʃə]) is a city in, and the county seat of Kenosha County, and is the farthest north city in the Chicago metropolitan area. . For additional information on Snap-on, visit www.snapon.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. Statements in this news release that are not historical facts, including statements (i) that include the words "expects," "plans," "targets," "estimates," "believes," "anticipates," or similar words that reference Snap-on or its management; (ii) specifically identified as forward-looking; or (iii) describing Snap-on's or management's future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of 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. Snap-on cautions the reader that this news release contains statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on's expected results that could cause (and in some cases have caused) actual results to differ materially from those described in any such statement. The company's actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the company's actual results to differ materially from those contained in the forward-looking statements include those found in the company's reports filed with the Securities and Exchange Commission, including the information under the "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " and "Risk Factors" headings in its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filing dated February 21, 2006, its Form 10-Q Form 10-Q See 10-Q. filing dated July 26, 2006, and in its Form 8-K filing dated July 27, 2005, all of which are incorporated herein by reference, and Snap-on's and ProQuest Company's ability to complete all conditions to closing, including receipt of all regulatory approvals, and Snap-on's ability to successfully integrate this business. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release. For additional information, please visit www.snapon.com. |
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