NEWELL CO. ANNOUNCES AGREEMENT TO INCREASE EXCHANGE RATIO IN THE MERGER WITH STUART HALL
NEWELL CO. ANNOUNCES AGREEMENT TO INCREASE EXCHANGE RATIO
IN THE MERGER WITH STUART HALL
FREEPORT, Ill., July 2 /PRNewswire/ -- Stuart Hall Company Inc. (NASDAQ: STUH) and Newell Co. (NYSE: NWL) jointly announced today that pursuant to the Agreement and Plan of Reorganization, Newell has agreed to increase the exchange ratio in the merger in which Newell would acquire Stuart Hall. In the merger shares of Stuart Hall Common Stock would be converted, in a tax-free reorganization, into shares of Newell Common Stock.
Newell has agreed to increase the exchange ratio so that Stuart Hall shareholders will receive .3986 shares of Newell Common Stock for each share of Stuart Hall Common Stock exchanged pursuant to the merger. This exchange ratio, when multiplied by $35 1/8, the average trading price of Newell Common Stock during the 15-day measurement period ending July 2 provided for in the agreement, equals $14. (Holders of Stuart Hall Class B Common Stock also will receive shares of Newell Common Stock, except that the exchange ratio will be multiplied by a factor of 0.77). It was a condition to the merger that Newell agree to the higher exchange ratio if the average trading price were less than $39 3/8.
Completion of the merger is subject to customary conditions and approvals, including approval by holders of two-thirds of all outstanding shares of Stuart Hall Common Stock and Class B Common Stock, voting together as a class and by the holder of Stuart Hall Series A Preferred Stock. Charles Hanson, chairman of the board of Stuart Hall, and certain trusts for the benefit of his family which own collectively approximately 22 percent of the total number of Stuart Hall's outstanding common and class B common shares, have given Newell a proxy to vote their shares in favor of the merger.
The merger will be submitted to Stuart Hall shareholders for their approval at a special meeting to be held July 8, 1992. If approved, the merger is scheduled to close shortly following that meeting. The agreement was unanimously recommended by a special committee of Stuart Hall outside directors, advised by Piper Jaffray & Hopwood. Proxies representing the number of shares required to approve the merger have been received by management.
Stuart Hall is engaged in the production and sale of school supplies, stationary and office supplies.
Newell manufactures and markets high-volume hardware/housewares, office and industrial products. Hardware/housewares products are sold principally through discount, variety, chain and hardware stores, hardware and housewares distributors and home improvement centers. Office products are sold through office products superstores, mass market chains and office product dealers and wholesalers. Industrial products are sold directly and through distributors to volume purchasers.
/CONTACT: William T. Alldredge, VP-finance of Newell, 815-961-2114/
(NWL STUH) CO: Newell Co.; Stuart Hall Company Inc. ST: Illinois IN: HOU SU: TNM AL-JL -- SD005 -- 6393 07/02/92 18:25 EDT