Water Pik Technologies, Inc. Sells Canada Based Pool Accessories Business
09 Mars 2006 - 7:12PM
Business Wire
Water Pik Technologies, Inc. (NYSE:PIK) today announced that it has
completed the sale of its Canada based Olympic Pool Accessories
("Olympic") business to a new corporation formed by Canadian
Buttons Limited and The Brantley Group, Inc., for $1.9 million,
payable $1.5 million in cash at closing and the balance in May and
June 2006. The Olympic sale will have no impact on the pending sale
of the Company to Coast Acquisition Corporation. Olympic
manufactures and distributes a line of pool and spa accessories,
primarily cleaning and maintenance supplies, white goods, ladders,
solar reels, floating lounges, pool toys and games in Canada under
the Olympic(TM) brand and in the United States and Europe under the
Water Pik(R) and Jandy(R) brand names. The Olympic sale will result
in an after-tax loss, in the second fiscal quarter of approximately
$7.2 million, of which $7.0 million is non-cash including $3.3
million related to unamortized goodwill impairment. Total cash
proceeds, net of transaction costs, including the tax benefit from
the loss realizable in 2006, will be approximately $2.9 million. In
the three months ended December 31, 2005, the Company's results
included a loss of $0.04 per share for the Olympic business. The
Olympic sale is expected to have a positive but immaterial impact
on operating income for the remainder of Fiscal-Year 2006,
excluding the effect of recording the transaction. Recent Merger
Announcement On January 6, 2006, the Company announced that it had
signed a definitive agreement to be acquired by Coast Acquisition
Corporation, a newly-formed corporation 80 percent owned by The
Carlyle Group, a global private equity investment firm, and 20
percent owned by Zodiac S.A., an industrial company listed on the
Paris Stock Exchange. Under the terms of the agreement,
stockholders will receive $27.75 in cash for each share of common
stock. The aggregate consideration, on a fully diluted equity value
basis, is approximately $380 million. The sale is expected to be
completed in late April 2006, and is subject to various conditions,
including approval by the Company's stockholders and other
customary closing conditions. On February 22, 2006, in satisfaction
of one of the conditions to the Coast Merger, the Federal Trade
Commission ("FTC") granted early termination of the waiting period
for United States anti-trust regulatory review. The Olympic sale
has been approved by Coast Acquisition Corporation. Important
Merger Information Water Pik Technologies, Inc. filed with the
Securities and Exchange Commission "SEC" on February 21, 2006 and
mailed to its Stockholders on February 24, 2006 a Proxy Statement
in connection with the transaction. The Proxy Statement contains
important information about Water Pik Technologies, Inc., the
transaction and related matters. Investors and security holders are
urged to read the Proxy Statement carefully. Investor and security
holders may obtain free copies of the Proxy Statement and other
documents filed with the SEC by Water Pik Technologies, Inc.
through the web site maintained by the SEC at www.sec.gov or from
Water Pik Technologies, Inc. through the Company's web site at
www.waterpik.com , by contacting Investor Relations, Water Pik
Technologies, Inc., 23 Corporate Plaza, Suite 246, Newport Beach,
CA 92660, by email at corpinfo@waterpik.com or by telephone at
(949) 719-3700. Water Pik Technologies, Inc. and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the merger agreement. Information about the directors and
executive officers of Water Pik Technologies, Inc. is contained in
the Annual Report on Form 10-K, which was filed with the SEC on
December 14, 2005 and the Proxy Statement, which was filed with the
SEC on February 21, 2006. As of February 17, 2006, the record date,
the directors and executive officers of Water Pik Technologies,
Inc. held and are entitled to vote, in the aggregate, 998,194
shares of its common stock, representing approximately 8.1 percent
of the outstanding shares of the common stock (or 2,516,837 shares,
representing approximately 18.2 percent of the outstanding shares,
including shares underlying options and stock units exercisable or
convertible, respectively, within 60 days of the record date).
Forward-looking Statements In this press release, any statements,
which are not historical fact, may be considered forward-looking
statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Actual results could differ
materially from these forward-looking statements as a result of the
risk factors described in our filings with the Securities and
Exchange Commission. With respect to our announcement on January 6,
2006, the closing of the transaction and the closing date are
subject to the satisfaction of agreed upon closing conditions
specified in the definitive agreement and approval of the Water Pik
Technologies, Inc. stockholders. The failure to satisfy the closing
conditions could result in a failure of or delay in closing the
transaction. The reader is cautioned not to rely on any
forward-looking statements, as actual results may differ materially
from those reflected in the forward-looking statements. We do not
have any intention or obligation to update forward-looking
statements, even if new information, future events or other
circumstances make them incorrect or misleading. Founded in 1884,
Canadian Buttons Limited was one of the pioneering companies to
manufacture products in plastic in Canada. Canadian Buttons Limited
is a privately owned Canadian company. A major supplier to garment
manufacturers and retailers around the world, Canadian Buttons
Limited constantly focuses on developing new products and services
that respond to the changing and growing needs of its customers.
Water Pik Technologies, Inc. is a leading developer, manufacturer
and marketer of innovative personal healthcare products and
swimming pool and spa products sold under the Water Pik(R) and
Jandy(R) brand names. The Company has developed and introduced many
products that are considered the first of their kind and have led
to the formation of new markets, including the automatic
toothbrush, end-of-faucet water filtration system, pool heater and
pulsating shower massage. The Company's products are sold through a
variety of channels, including home centers, mass-merchandisers,
drug store chains and specialty retailers, wholesalers and
contractors. Headquartered in Newport Beach, California, the
Company operates six major facilities in the United States and
Canada. For more information, visit the Water Pik Technologies,
Inc. web site at www.waterpik.com.
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