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 ALPHARETTA, Ga., Sept. 21 /PRNewswire/ -- Digital Communications Associates Inc. (DCA) (NYSE: DCA) today announced that it has signed a definitive merger agreement providing for its acquisition by affiliates of Welsh, Carson, Anderson & Stowe and the Sprout Group for $18.75 per share in a transaction valued at approximately $195 million.
 DCA's board of directors unanimously approved the acquisition. Robertson, Stephens & Company delivered an opinion to the board that the consideration to be received by DCA stockholders is fair from a financial point of view.
 A subsidiary of DCA Holdings Inc., a company organized by Welsh, Carson, Anderson & Stowe and the Sprout Group, will offer to purchase all of DCA's outstanding shares for $18.75 per share in a tender offer. The tender offer, expected to begin by Monday, Sept. 27, will extend for 30 business days from commencement.
 The obligations of such subsidiary to complete the tender offer are subject to the valid tender of at least 55 percent of the outstanding DCA stock, the receipt of funding for the transaction pursuant to existing commitments and certain other customary conditions.
 Following completion of the tender offer, a subsidiary of DCA Holdings will be merged with DCA. As a result of the merger, DCA stockholders who did not tender their shares will receive $18.75 in cash for each of their shares. Smith Barney Shearson Inc. will act as dealer manager for the tender offer.
 "Based on an extensive evaluation of all relevant factors, including management's business plan and financial projections for the company, the special committee concluded that the value offered by the proposal of Welsh, Carson, Anderson & Stowe and the Sprout Group represented the best available alternative for DCA shareholders at this time," said O. Gene Gabbard, chairman of the special committee of the DCA board that evaluated the acquisition proposal.
 "While the special committee believes the terms contained in the Welsh, Carson proposal provide substantial value for the company's shareholders, the terms of the merger agreement do not preclude the company from considering alternative competitive offers that may be received prior to the completion of the tender offer," Gabbard also observed.
 DCA will remain an independent company with its headquarters in Atlanta.
 Located 30 miles north of Atlanta, DCA designs, manufactures, markets and supports products worldwide that enhance productivity for personal computer users.
 Welsh, Carson, Anderson & Stowe is an investment firm specializing in buy-outs in the information processing and health care industries. The Sprout Group is the venture capital affiliate of Donaldson, Lafkin & Jenrette. Financing for the acquisition will be provided by investment partnerships managed by WCAS and Sprout Group and from bank financing. Commitments for the financing required to complete the transaction have been received.
 -0- 9/21/93
 /CONTACT: William B. Marks, 404-442-4520, or home, 404-987-9565, or beeper, 404-533-6140; Analysts Contact: Kathleen H. Howard, 404-442-4267, both of Digital Communications Associates/

CO: Digital Communications Associates, Inc.; Welsh, Carson, Anderson
 & Stowe; Sprout Group; DCA Holdings, Inc. ST: Georgia IN: CPR SU: TNM

BN-KH -- AT002 -- 4022 09/21/93 09:23 EDT
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Publication:PR Newswire
Date:Sep 21, 1993

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