Jacuzzi Brands Announces Sale of All Shares of Spear & Jackson
24 März 2006 - 4:06PM
Business Wire
Jacuzzi Brands, Inc. (NYSE: JJZ) today announced that it has
entered into an agreement to sell all of its shares of common stock
of Spear & Jackson, Inc. (OTC: SJCK.PK) to United Pacific
Industries Limited ("UPI") for US$1.40 per share for an aggregate
purchase price of US$4,960,593. This price represents a premium of
approximately 20% to the average closing price of the Spear &
Jackson shares for the previous five trading days. Jacuzzi Brands
will not retain any interest in Spear & Jackson after the
consummation of the transaction. The transaction is subject to a
number of closing conditions, including approval by UPI's
shareholders and receipt of certain other regulatory approvals as
well as other customary closing conditions. Closing is expected to
occur no later than July 31, 2006. The principal business of UPI,
through its subsidiaries, is the manufacture and sale of power
supply products, electronic components and electrical products,
including portable tools. The UPI group has manufacturing plants in
southern China and its shares are listed on the Hong Kong Stock
Exchange (HKSE: 0176.HK). Brian C. Beazer, the Chairman and a
director of UPI, is also a director of Jacuzzi Brands. David H.
Clarke, a director of UPI, is the Chairman and Chief Executive
Officer of Jacuzzi Brands. Each of Messrs. Beazer and Clarke hold
significant share interests in UPI. The transaction has been
approved by a committee of independent directors of Jacuzzi Brands,
without the participation of Mr. Beazer or Mr. Clarke. Jacuzzi
Brands will receive a fairness opinion to the effect that the
transaction is fair to Jacuzzi Brands from a financial point of
view. Jacuzzi Brands, Inc., through its subsidiaries, is a global
manufacturer and distributor of branded bath and plumbing products
for the residential, commercial and institutional markets. These
include whirlpool baths, spas, showers, sanitary ware and bathtubs,
as well as professional grade drainage, water control, commercial
faucets and other plumbing products. Our products are marketed
under our portfolio of brand names, including JACUZZI(R),
SUNDANCE(R), ZURN(R), and ASTRACAST(R). Learn more at
www.jacuzzibrands.com. Disclosure Concerning Forward-Looking
Statements Any forward-looking statements made within this release
including the Company's current expectations with respect to future
market conditions, future operating results and other plans,
represent management's best judgment as to what may occur in the
future and are intended to fall within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"intends," "plans," "projects," "believes," "estimates," "may,"
"will," "should," "shall," and similar expressions typically
identify such forward-looking statements. Even though the Company
believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, it can give no
assurance that its expectations will be attained. In particular,
various economic and competitive factors, including those outside
our control, such as interest rates, foreign currency exchange
rates, inflation rates, instability in domestic and foreign
financial markets, terrorist acts, consumer spending patterns,
energy costs and availability, freight costs, availability of
consumer and commercial credit, adverse weather, levels of
residential and commercial construction, and changes in raw
material and component costs, and the credit worthiness of our
customers, insurers, and investees, and other factors contained in
the Company's filings with the Securities and Exchange Commission
could cause our actual results during the remainder of 2006 and in
the future years to differ materially from those expressed in this
press release.
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