Coinmach Service Corp. to Be Acquired by Babcock & Brown in an All-Cash Merger Valued at $1.331 Billion
15 Juin 2007 - 8:05AM
Business Wire
Coinmach Service Corp. (the �Company�) (Amex: �DRY�, �DRA�), a
leading supplier of outsourced laundry equipment services for
multi-family housing properties in North America, today announced
that it has entered into a definitive merger agreement with an
affiliate of Babcock & Brown under which such affiliate of
Babcock & Brown and a syndicate of investors will acquire the
Company in an all cash transaction valued at approximately $1.331
billion, including the Company�s existing net debt. Under the terms
of the merger agreement, the holders of shares of class A common
stock (including the shares of class A common stock underlying the
units of Income Deposit Securities of the Company) and class B
common stock of the Company will receive $13.55 per share in cash
for their shares, which represents an approximate 15.7% premium
above the June 14, 2007 Amex closing price of the class A common
stock and an approximate 22% premium above the 30 day
volume-weighted average price. In connection with the acquisition
the Company, at the purchaser�s expense, intends to repurchase the
outstanding 11% senior secured notes due 2024 of the Company.
Stephen R. Kerrigan, chief executive officer of the Company,
stated, �This transaction represents an exciting development for
Coinmach�s stockholders and employees. Since the November 2004
offering of the Company�s Income Deposit Securities and the
February 2006 offering of the Company�s class A common stock, we
have been focused on maximizing value for our stockholders. To that
end, the B&B acquisition of the Company is an outstanding
result.� The Company�s Board of Directors has unanimously approved
the merger agreement and has recommended that the Company�s
stockholders vote in favor of adoption of the merger agreement.
Consummation of the merger is subject to several conditions,
including, among other things, the adoption of the merger agreement
by the Company�s stockholders, the absence of legal prohibitions to
the consummation of the merger and the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. There is no financing condition to consummate the
transaction. Key management agreed to stay with the Company
following the consummation of the merger. The parties presently
anticipate consummating the merger during the third quarter of
2007. Following completion of the merger, the class A common stock
of the Company and the Income Deposit Securities of the Company
will be de-listed and will no longer trade publicly. In connection
with the merger agreement, Coinmach Holdings, LLC, GTCR-CLC, LLC,
and certain members of the senior management of the Company have
entered into a voting agreement with an affiliate of Babcock &
Brown, pursuant to which, unless the merger agreement is terminated
or the Company�s board of directors changes its recommendation in
connection with the merger, among other things, each of Coinmach
Holdings, GTCR-CLC and such members of senior management will vote
the shares of capital stock of the Company held by them in favor of
adoption and approval of the merger agreement and the transaction.
Deutsche Bank Securities Inc. and Merrill Lynch & Co. acted as
financial advisors to the Company. Houlihan Lokey provided an
opinion, for the use and benefit of the Company�s Board of
Directors, in connection with its review of the merger with respect
to the fairness from a financial point of view of the consideration
to be received by the holders of shares of class A common stock in
the transaction (other than certain members of the Company�s
management, GTCR-CLC, LLC and their respective affiliates). White
& Case LLP acted as legal advisor to the Company. About
Coinmach Service Corp. Coinmach Service Corp., through its
operating subsidiaries, is a leading supplier of outsourced laundry
equipment services for multi-family housing properties in North
America. Coinmach�s core business involves leasing laundry rooms
from building owners and property management companies, installing
and servicing laundry equipment and collecting revenues generated
from laundry machines. For further information about Coinmach
Service Corp. please see our website: www.coinmachservicecorp.com
About Babcock & Brown Babcock & Brown is a global
investment and advisory firm with longstanding capabilities in
structured finance and the creation, syndication and management of
asset and cash flow-based investments. Babcock & Brown was
founded in 1977 and is listed on the Australian Stock Exchange.
Babcock & Brown operates from 28 offices across Australia,
North America, Europe, Asia, United Arab Emirates and Africa and
has in excess of 1000 employees worldwide. Babcock & Brown has
five operating divisions including real estate, infrastructure and
project finance, operating leasing, structured finance and
corporate finance. The company has established a funds management
platform across the operating divisions that has resulted in the
creation of a number of focused investment vehicles in areas
including real estate, renewable energy and infrastructure. For
further information about Babcock & Brown please see our
website: www.babcockbrown.com Additional Information and Where to
Find It In connection with the proposed merger, the Company will
prepare a proxy statement to be filed with the Securities and
Exchange Commission. When completed, a definitive proxy statement
and a form of proxy will be mailed to the stockholders of the
Company. BEFORE MAKING ANY VOTING DECISION, THE COMPANY�S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Company�s
stockholders will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed
with the Securities and Exchange Commission from the Securities and
Exchange Commission�s website at http://www.sec.gov. The Company�s
stockholders will also be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available)
via the Company�s investor relations website at:
http://ir.coinmachservicecorp.com/
phoenix.zhtml?c=186647&p=irol-sec (Due to its length, this URL
may need to be copied/pasted into your Internet browser's address
field.��Remove the extra space if one exists.) Participants in
Solicitation The Company and its directors, executive officers and
certain other members of its management and employees may be deemed
to be participants in the solicitation of proxies from its
stockholders in connection with the merger. Information regarding
the interests of such directors and executive officers was included
in the Company�s proxy statement for its 2006 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
July 3, 2006, and information concerning all of the Company�s
participants in the solicitation will be included in the proxy
statement relating to the merger when it becomes available (see
above for directions on how to obtain this proxy statement and
other relevant information). Forward-Looking Statements Statements
in this press release that are not statements of historical or
current fact constitute �forward-looking statements.� Such
forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause the actual
results of the Company to be materially different from the
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are urged
to consider statements labeled with the terms �will,� �believes,�
�belief,� �expects,� �intends,� �anticipates�, �plans� or similar
terms to be uncertain and forward-looking. The forward-looking
statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in the
Company�s filings with the Securities and Exchange Commission. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule; the failure of the Company�s
stockholders to approve the transaction; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; successful completion of the
merger; and such other additional factors that could cause the
Company�s results to differ materially from those described in the
forward-looking statements set forth in the Company�s Annual Report
on Form 10-K filed with the Securities and Exchange Commission and
available at the Securities and Exchange Commission�s Internet site
at http://www.sec.gov.
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