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Water Pik Technologies, Inc. Announces Agreement to Be Acquired by The Carlyle Group and Zodiac; Water Pik Technologies Stockholders to Receive $27.75 Per Share in Cash Transaction Equity Valued at $380 Million.


NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif. & PARIS Paris, in Greek mythology
Paris or Alexander, in Greek mythology, son of Priam and Hecuba and brother of Hector. Because it was prophesied that he would cause the destruction of Troy, Paris was abandoned on Mt.
 -- Water Pik Technologies, Inc. (NYSE NYSE

See: New York Stock Exchange
:PIK) and The Carlyle Group The of this article or section may be compromised by "weasel words".
You can help Wikipedia by removing weasel words.

The Carlyle Group is a Washington, D.C.
 today announced that they have signed a definitive agreement for Water Pik Technologies, Inc. to be acquired by Coast Acquisition Corporation, a newly-formed corporation 80% owned by The Carlyle Group, a global private equity investment firm, and 20% owned by Zodiac S.A., an industrial company listed on the Paris Stock Exchange.

Under the terms of the agreement, Water Pik Technologies, Inc. stockholders will receive $27.75 in cash for each share of Water Pik Technologies, Inc. common stock, representing a 31.2% premium over the average closing price for the last thirty (30) trading days. The aggregate consideration, on a fully diluted equity value basis, to be paid to Water Pik Technologies, Inc. stockholders is approximately $380 million. Upon consummation of the transaction, Water Pik Technologies, Inc. common stock would be delisted from 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.
 and deregistered under Section 12 of the Securities Exchange Act of 1934.

"We believe we will be delivering excellent value for our stockholders through this transaction," said Water Pik Technologies' Chief Executive Officer Michael P. Hoopis. The transaction is the culmination of Water Pik Technologies' previously announced review of strategic alternatives.

Franck Falezan, Managing Director, The Carlyle Group, said, "We believe Water Pik Technologies has very strong assets in the two industries in which it operates. In particular, its Jandy(R) integrated swimming pool products are very well-positioned for long-term success. The company's management team has a proven track record of growth and value creation through industry-leading product innovation and excellent customer service quality. We look forward to working closely with them and the rest of the company's employees to continue to grow the business."

Jean-Marc Daillance, 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.  Marine Segment, Zodiac, said, "We are thrilled to partner with Carlyle in this transaction. We share the same positive views on the future of the pool equipment industry and see good long-term prospects for the company. With its Jandy(R) brand, Water Pik is a top notch player in the American swimming pool industry, especially in the heating and electronic controls categories."

The board of directors of Water Pik Technologies, Inc. has unanimously approved the transaction. Additionally, the Company has amended its stockholder rights plan to allow for the consummation of the transaction. The transaction is expected to be completed in late April 2006, and is subject to various conditions, including approval by the stockholders of Water Pik Technologies, Inc., the expiration of the applicable waiting period under the Hart-Scott-Rodino Act Hart-Scott-Rodino Act

Often used in risk arbitrage. Antitrust act administered by U.S. Department of Justice and the FTC that requires an investor to file a form with the government before he acquires an economic interest in the lesser amount of $15 million or 15% of the
, and other customary closing conditions. Coast Acquisition Corporation has received a debt commitment letter from ING Capital LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 for the purpose of financing a portion of the acquisition and an equity commitment letter from Zodiac S.A. and affiliates of The Carlyle Group that will finance the balance of the acquisition upon the funding of the debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
. A special meeting of Water Pik Technologies, Inc. stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
 with the Securities and Exchange Commission (SEC).

JPMorgan Securities, Inc. acted as financial advisor to Water Pik Technologies, Inc. in connection with the transaction and its Board of Directors received fairness opinions from both JPMorgan Securities, Inc. and Houlihan Lokey Howard & Zukin. O'Melveny & Myers provided legal advice to Water Pik Technologies, Inc. in connection with these matters. Lazard acted as financial advisor to Coast Acquisition Corporation, which received legal advice from Latham & Watkins.

Important Merger Information

Water Pik Technologies, Inc. plans to file with the SEC and mail to its Stockholders a Proxy Statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 in connection with the transaction. The Proxy Statement will contain important information about Water Pik Technologies, Inc., the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investor and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Water Pik Technologies, Inc. through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Water Pik Technologies, Inc. through the Company's web site at www.waterpik.com, by contacting Investor Relations Investor relations

The process by which the corporation communicates with its investors.
, Water Pik Technologies, Inc., 23 Corporate Plaza, Suite 246, Newport Beach, CA 92660, by email at corpinfo@waterpik.com or by telephone at (949) 719-3700.

Water Pik Technologies, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information about the directors and executive officers of Water Pik Technologies, Inc. is contained in the 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.
, which was filed with the SEC on December 14, 2005. As of December 5, 2005, Water Pik Technologies, Inc. directors and executive officers beneficially owned 2,513,073 shares, or approximately 18.2%, of Water Pik Technologies, Inc. common stock.

Forward-looking Statements

In this press release, the statement regarding the expected closing date and statements from Mr. Hoopis, Mr. Falezan and Mr. Daillance are forward-looking statements. In addition, any other statements contained in this press release, which are not historical fact, may be considered forward-looking statements as that term is defined 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. The closing of the transaction and the closing date are subject to the satisfaction of agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations"
stipulatory

noncontroversial, uncontroversial - not likely to arouse controversy
 closing conditions specified in the definitive agreement and approval of the Water Pik Technologies, Inc. stockholders. The failure to satisfy the closing conditions could result in a failure of or delay in closing the transaction. The reader is cautioned not to rely on any forward-looking statements, as actual results may differ materially from those reflected in the forward-looking statements. The Company does not have any intention or obligation to update forward-looking statements, even if new information, future events or other circumstances make them incorrect or misleading.

About Water Pik Technologies, Inc.

Water Pik Technologies, Inc. is a leading developer, manufacturer and marketer of innovative personal health care products and pool products sold under the Water Pik(R) and Jandy(R) brand names. The Company has developed and introduced many products that are considered the first of their kind and have led to the formation of new markets, including the automatic toothbrush toothbrush,
n a handheld device with an arrangement of bristles at one end, and a handle designed to reach effectively all exposed surfaces of the teeth and gingiva.
, end-of-faucet water filtration system, pool heater, electronic pool controls and pulsating shower massage. The Company's products are sold through a variety of channels, including home centers, mass-merchandisers, drug store chains and specialty retailers, wholesalers and contractors. Headquartered in Newport Beach, California Newport Harbor redirects here. For the MTV reality series, see .

Newport Beach, incorporated in 1906, is a city in Orange County, California, 10 miles south of downtown Santa Ana.
, the Company operates eight major facilities 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.  and Canada. For more information, visit the Water Pik Technologies, Inc. web site at www.waterpik.com.

About The Carlyle Group

The Carlyle Group is a global private equity firm with $35 billion under management. Carlyle invests in buyouts, venture capital, real estate and leveraged finance in Asia, Europe and 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. , focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $14.9 billion of equity in 439 transactions for a total purchase price of $51.9 billion. The Carlyle Group employs more than 630 people in 14 countries. In the aggregate, Carlyle portfolio companies have more than $30 billion in revenues and employ more than 131,000 people around the world. Visit www.carlyle.com for additional information.

About Zodiac S.A.

Zodiac is an industrial company listed on the Paris Stock Exchange since 1983 with a market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 of approximately $3.7 billion and sales of $2.2 billion for its fiscal year ended August 31, 2005, and is planning significant growth of sales for fiscal year 2006. Widely known for its inflatable boats, Zodiac is organized around five business segments: Aerosafety Systems, Aircraft Systems, Cabin Interiors, Technology and Marine. Zodiac's Airline equipment business, which produces a variety of products from aircraft seats to fuel tanks for both civilian and military applications, represents 64% of sales. Zodiac's Marine segment (25% of sales) includes its boat, marine equipment, pool and pool care activities. It is a leading player in the pool equipment industry worldwide following the acquisitions of Baracuda, Clearwater, Nature2, PSA (Professional Services Automation) An information system designed to organize, track and manage all opportunities, work, resources, costs, revenues and invoices to improve the productivity and efficiency of the workforce.  and Polaris. It has strong local presence in the four key regions in the pool industry: North America, Europe, Australia and South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. . Zodiac employs more than 15,000 people on all continents. Visit www.zodiac.com for additional information.
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Publication:Business Wire
Article Type:Company Profile
Geographic Code:4EUFR
Date:Jan 7, 2006
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