ISS Recommends That Jacuzzi Brands Stockholders Vote ``FOR'' Proposed Merger with Apollo Management
16 Januar 2007 - 3:26PM
Business Wire
Jacuzzi Brands, Inc. (NYSE: JJZ) today announced that Institutional
Shareholder Services (ISS) recommends that Jacuzzi Brands�
stockholders vote �FOR� the proposed merger with affiliates of
Apollo Management L.P. at the Company�s January 25, 2007 Annual
Meeting of Stockholders. Stockholders of record as of the close of
business on December 11, 2006 will be entitled to vote at the
meeting. ISS is a leading independent U.S. proxy advisory firm and
its voting analyses and recommendations are relied upon by hundreds
of major institutional investment funds, mutual funds and
fiduciaries throughout the country. �We are pleased that ISS
recommends that Jacuzzi Brands� stockholders vote FOR our proposed
merger with Apollo,� said Thomas B. Waldin, Chairman of the Board
of Jacuzzi Brands. �Our Board of Directors, with the assistance of
our financial and legal advisors, conducted an extensive and
thorough review of the Company�s business and operations, and
concluded that the proposed merger with Apollo is the best
alternative for Jacuzzi Brands and its stockholders. We look
forward to closing the transaction and urge all Jacuzzi Brands
stockholders to vote FOR the proposed merger with Apollo today.� In
recommending that Jacuzzi Brands� stockholders vote �FOR� the
proposed merger with Apollo, ISS stated: �Based on our review of
the terms of the transaction and the factors described above,
specifically the market premium, the lack of a higher bid despite
the low termination fee, and the relatively subdued outlook for the
Bath segment, we believe that the merger agreement warrants
shareholder support.�* *Permission to use quotations from the ISS
report was neither sought nor obtained. On October 11, 2006,
Jacuzzi Brands, Inc. and affiliates of Apollo Management L.P.
entered into a definitive merger agreement, pursuant to which
Apollo would acquire all of the outstanding common stock of Jacuzzi
Brands for $12.50 per share in cash and assume all outstanding
debt, valuing the total transaction at approximately $1.25 billion.
The transaction is subject to Jacuzzi Brands� stockholder approval
and other customary conditions and is expected to close in early to
mid-February 2007. Stockholders are encouraged to read Jacuzzi
Brands� definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the Jacuzzi
Brands� Board of Directors� recommendation that stockholders vote
�FOR� the approval and adoption of the merger agreement and the
merger. The vote of Jacuzzi Brands� stockholders is very important
regardless of the number of shares of common stock they own.
Whether or not stockholders are able to attend the Annual Meeting
in person, they should complete, sign and date the proxy card and
return it in the prepaid and addressed envelope as soon as
possible. If stockholders fail to return their proxy cards, fail to
attend the Annual Meeting and vote in person, or fail to register
their vote by telephone, the effect will be that their shares will
not be counted for purposes of determining whether a quorum is
present at the Annual Meeting and, if a quorum is present, the
failure to vote will have the same legal effect as a vote against
approval of the merger agreement and the merger. Stockholders who
have questions about the merger, need assistance in submitting
their proxy or voting their shares should contact the Company's
proxy solicitor, Georgeson Inc., 17 State Street, New York, New
York 10004, Telephone: (212) 440-9800 or toll-free at (866)
238-7667. About Jacuzzi Brands 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�, SUNDANCE�, ZURN�, and ASTRACAST�. Learn
more at www.jacuzzibrands.com. Important Information for Investors
and Stockholders In connection with the proposed merger, Jacuzzi
Brands filed a proxy statement with the Securities and Exchange
Commission on January 5, 2007. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The proxy statement and other relevant documents
may be obtained free of charge at the SEC's website, www.sec.gov,
or from Jacuzzi Brands by directing such request to Jacuzzi Brands,
Attention: Diana Burton, Vice President - Investor Relations,
Phillips Point � West Tower, 777 South Flagler Drive, Suite 1100,
West Palm Beach, FL 33401. Telephone: (561) 514-3850. Jacuzzi
Brands and its directors, executive officers and other members of
management and its employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Jacuzzi Brands
in connection with the merger. Information about Jacuzzi Brands�
directors and executive officers is set forth in Jacuzzi Brands�
proxy statements and annual reports on Form 10-K, previously filed
with the SEC, and the proxy statement relating to the proposed
merger. Disclosure Concerning Forward-Looking Statements Any
forward-looking statements made within this release, including
Jacuzzi Brands� current expectations with respect to the completion
of the proposed transaction, 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 Jacuzzi Brands 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 Jacuzzi Brands� filings with the Securities
and Exchange Commission could cause our actual results during
future years, and other future expectations to differ materially
from those expressed in this press release.
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