JOSTENS AND WICAT REVISE MERGER TERMS
JOSTENS AND WICAT REVISE MERGER TERMS MINNEAPOLIS/OREM, Utah, July 23 /PRNewswire/ -- Jostens Inc.
(NYSE: JOS) and Wicat Systems Inc. (NASDAQ: WCAT) announced today that they have amended the agreement under which Wicat will be merged into Jostens and combined with Jostens Learning Corp., a Jostens subsidiary. Under the new terms, Jostens will issue approximately 4.1 million common shares (subject to adjustment) for the approximately 22 million outstanding shares of Wicat in a tax-free exchange.
Jostens intends to file a registration statement with the Securities and Exchange Commission on Thursday, July 23, 1992. Wicat expects to mail proxy materials to its shareholders on Monday, July 27, 1992, in anticipation of its stockholders meeting to be held on Monday, Aug. 24, 1992, at which the merger will be considered. The transaction is expected to close promptly thereafter. Wicat is a leading provider of computer-based educational courseware for grades K-12, and computer-based training courseware for the aviation industry. The company reported sales of $48 million for the year ended March 31, 1992. On July 15, 1992, Wicat announced sales and net income for the quarter ended June 28, 1992, of $13.1 million and $833,000. Wicat's net income for the quarter was reduced by approximately $500,000 in expenses related to the transaction with Jostens. Jostens, headquartered in Minneapolis, is a leading provider of products and services for the youth, education, sports awards and recognition markets. The Fortune 500 company reported sales of $876 million for the year ended June 30, 1992. AMENDED TERMS Under the amended transaction terms: 1. The exchange ratio is dependent on the average closing sales prices of Jostens common shares for the 10 business day period ending the third business day before the closing. 2. If the average price of Jostens stock during the pricing period is $23 or more, and less than $25, the exchange ratio will be calculated by dividing $4.63 by such average price. 3. If such average price is less than $23, each Wicat share will be exchanged for 0.2013 of a Jostens share, but Wicat may elect to terminate the agreement. Other provisions of the agreement remain unchanged. Namely: -- Wicat will be merged into Jostens in a tax-free exchange of Jostens common stock for Wicat common stock. -- If the average price of Jostens stock during the pricing period is $25 or more, and less than $27, each Wicat share will be converted into 0.1852 of a Jostens share. -- If the average price is $27 or more, and less than $29.74, the exchange ratio will be calculated by dividing $5 by such average price. If such average price is $29.74 or more and not greater than $38.06, each Wicat share will be converted into 0.1681 of a Jostens share. If the average price exceeds $38.06, the exchange ratio will be calculated by dividing $6.40 by such average price. If the 10 day average was $25 (the NYSE closing price of Jostens common stock on July 22, 1992), Wicat shareholders would receive Jostens shares having a value of $4.63 per Wicat share. -0- 7/23/92 R /CONTACT: H. Richard Byrne, 801-224-6400, or Michael Plante, 801-223-3304, both of Wicat Systems; or Robb Prince of Jostens, 612-830-3262/ (WCAT JOS) CO: Wicat Systems Inc.; Jostens Inc. ST: Utah, Minnesota IN: CPR SU: TNM
MC -- DV004 -- 2413 07/23/92 10:45 EDT
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|Date:||Jul 23, 1992|
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