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NEWELL CO. SIGNS MERGER AGREEMENT WITH STUART HALL

 NEWELL CO. SIGNS MERGER AGREEMENT WITH STUART HALL
 FREEPORT, Ill., April 8 /PRNewswire/ -- Stuart Hall Co. Inc.


(NASDAQ: STUH) and Newell Co. (NYSE: NWL) jointly announced today that they have entered into an Agreement and Plan of Reorganization pursuant to which Newell would acquire Stuart Hall through a merger in which shares of Stuart Hall common stock would be converted, in a tax-free reorganization, into shares of Newell Common Stock. The agreement was unanimously recommended by a special committee of Stuart Hall outside directors, advised by Piper Jaffray & Hopwood.
 Pursuant to the merger, each share of Stuart Hall stock will be converted into approximately $14.75 of Newell Common Stock. The actual exchange ratio will be obtained by dividing $14.75 by the average trading price of Newell Common Stock over a 15-trading day period ending on the fifth day preceding approval of the transaction by Stuart Hall's shareholders. (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 .77.) The exchange ratio will not be more than .3554 or less than .3105, but Stuart Hall may terminate the agreement if the average price of Newell Common Stock used to determine the exchange ratio is less than $39 3/8 unless Newell agrees to increase the exchange ratio so that based upon such average price, the value of each share of Stuart Hall Common Stock would be $14.
 "We are delighted Stuart Hall will become part of Newell's growing multi-product offering of office products," said a Newell spokesman. "Stuart Hall's extensive product line and dedication to customer service will significantly enhance our opportunities for profitable growth in the office products and school supplies markets."
 "Newell's resources and dedication to growth in the office products and school supply markets provides the opportunity to fully utilize the potential of Stuart Hall's strong product groups and extensive distribution base in mass market outlets," said Charles Hanson, chairman and chief executive officer of Stuart Hall.
 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. 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 agreed to give 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 anticipated to be held in June 1992. If approved, the merger is scheduled to close shortly following that meeting.
 As necessary in the exercise of its fiduciary duties, the Stuart Hall board may consider acquisition proposals from third parties and for a limited period of time cooperate with any parties making inquiry. If the Stuart Hall board accepts a more favorable proposal pursuant to the exercise of its fiduciary duties and terminates the agreement, Newell will be entitled to a fee of $2.6 million.
 Stuart Hall is engaged in the production and sale of school supplies, stationery 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.
 -0- 4/8/92
 /CONTACT: William T. Alldredge, VP-finance of Newell, 815-961-2114/
 (NWL STUH) CO: Newell Co.; Stuart Hall Co. Inc. ST: Illinois IN: HOU SU: TNM


DM-JL -- SD002 -- 6085 04/08/92 09:02 EDT
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Publication:PR Newswire
Date:Apr 8, 1992
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