Lancer Corporation Stockholders Approve Merger With Affiliate of Hoshizaki America, Inc.
31 Janvier 2006 - 5:45PM
PR Newswire (US)
SAN ANTONIO, Jan. 31 /PRNewswire-FirstCall/ -- Lancer Corporation
(AMEX:LAN) today announced that the stockholders of Lancer
Corporation voted to adopt the Agreement and Plan of Merger (the
"Merger Agreement") by and between Lancer Corporation and Hoshizaki
America, Inc., at Lancer Corporation's special meeting of
stockholders. Approximately 99.8% of shares of Lancer Corporation
common stock present and voting at the special meeting adopted the
Merger Agreement. The number of shares of Lancer Corporation common
stock voting to adopt the Merger Agreement represents approximately
82.8% of the total number of shares outstanding and entitled to
vote. The Merger Agreement was signed on October 18, 2005, and is
expected to close on February 2, 2006, pending the satisfaction or
waiver of all of the conditions set forth in the Merger Agreement.
Under the terms of the Merger Agreement, holders of Lancer
Corporation's common stock will receive $22.00 per share in cash,
without interest, representing a transaction value of approximately
$215.0 million. Lancer Corporation Lancer Corporation is a leading
innovator, manufacturer and marketer of beverage dispensing systems
serving customers worldwide. Headquartered in San Antonio, Texas,
Lancer also maintains facilities in Mexico, Australia, Belgium, New
Zealand and the United Kingdom. Lancer is a vertically integrated
manufacturer that employs approximately 1,200 people. Lancer
designs and manufactures a complete range of fountain soft drink
dispensers, dispensing valves, beer dispensing equipment, and an
extensive line of beverage dispensing parts and accessories, which
are marketed through a network of Company sales representatives and
authorized distributors. Hoshizaki America, Inc. Hoshizaki America,
Inc. is a subsidiary of Hoshizaki Electric Co. Ltd. Hoshizaki Group
is one of the world's largest manufacturers of commercial kitchen
equipment, employing approximately 8,000 people with sales of $1.4
billion. Hoshizaki operates six plants in Japan, two in the United
States, and one in England. Also, Hoshizaki owns sales subsidiaries
in the Netherlands, Singapore, and China. From these locations,
Hoshizaki distributes commercial kitchen equipment worldwide.
Hoshizaki Electric was founded in 1947 and is based in the suburbs
of Nagoya, Japan. Hoshizaki Electric develops and produces a
complete line of commercial kitchen equipment including ice
machines, refrigerators, dishwashers, and beer servers. Since 1947,
Hoshizaki has consistently pioneered innovative products, backed
them with a solid service network, enlarged its marketing reach,
and moved into the international arena. Hoshizaki America, Inc. was
established in 1981 and is headquartered in Peachtree City,
Georgia. Hoshizaki America began manufacturing commercial ice
machines in Peachtree City in 1986 and then began a second
manufacturing plant in Griffin, Georgia, in 2001. Currently,
Hoshizaki America is one of the leading ice machine companies in
the USA with approximately 500 employees and a family of over 30
independent distributors. Safe Harbor Statement Certain matters
discussed in this press release may constitute "forward- looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995. Words such as
"believes," "anticipates," "expects," "intends," "estimates,"
"projects" and other similar expressions, which are predictions of
or indicate future events and trends, typically identify
forward-looking statements. Our forward-looking statements are
subject to a number of risks and uncertainties, which could cause
actual results or the timing of events to differ materially from
those described in the forward-looking statements. Accordingly, we
cannot assure you that the expectations set forth in these
forward-looking statements will be attained. The Company's SEC
filings contain additional information concerning factors that
could cause actual results to differ materially from those forward-
looking statements. Contacts For Lancer Corporation: Hoshizaki
America, Inc.: Scott Adams Mark McClanahan Treasurer Sr. Vice
President 210.310.7000 770.487.2331, Ext. 1496 DATASOURCE: Lancer
Corporation CONTACT: Scott Adams, Treasurer of Lancer Corporation,
+1-210-310-7000; or Mark McClanahan, Sr. Vice President of
Hoshizaki America, Inc., +1-770-487-2331, Ext. 1496 Web site:
http://www.lancercorp.com/
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