Lamson & Sessions Shareholders Approve Merger with Thomas & Betts; Deal Expected to Close November 5, 2007
October 24 2007 - 12:23PM
PR Newswire (US)
CLEVELAND, Oct. 24 /PRNewswire-FirstCall/ -- Lamson & Sessions
(NYSE:LMS) announced today that its shareholders have approved the
Company's $450 million merger agreement with Thomas & Betts
Corporation (NYSE:TNB). Of the 15.85 million Lamson & Sessions
common shares outstanding, approximately 77 percent of the
outstanding shares were voted; and of the voted shares, 99.5
percent were voted in favor of the agreement, according to results
announced today at the Company's special meeting of shareholders.
The parties expect to close the merger on November 5, 2007. "We are
pleased that the agreement has gained the overwhelming support of
our shareholders, which reflects the value they see in this
transaction," said Michael J. Merriman, Jr., President and Chief
Executive Officer. "Our agreement with Thomas & Betts was the
result of our Board's six-month comprehensive evaluation of the
strategic options available to our Company. The merger not only
provides excellent value for our shareholders, but also an
opportunity to maximize the long-term growth prospects of Lamson
& Sessions as an integral part of Thomas & Betts and their
great portfolio of brands." Under the terms of the agreement,
shareholders will receive $27.00 in cash, without interest, for
each share of Lamson & Sessions common stock. In addition, the
Company's Board of Directors has declared a special dividend of
$0.30 per share conditioned upon the closing of the merger
transaction and payable to shareholders of record as of the closing
date of the merger, for a total cash amount of $27.30 per share.
The merger agreement was announced August 15, 2007, and has been
approved by the boards of both companies. The required waiting
period under the Hart- Scott-Rodino Antitrust Improvements Act of
1976 has expired. About Lamson & Sessions Lamson & Sessions
is a leading manufacturer of thermoplastic enclosures, fittings,
conduit and pipe, wiring devices and other electrical components
serving telecommunications, electrical, construction, power and
wastewater markets. In 2006, Lamson & Sessions reported $561
million in revenues. For additional information, please visit the
Company's Web site at: http://www.lamson-sessions.com/. About
Thomas & Betts Thomas & Betts Corporation is a leading
manufacturer of electrical components used in construction,
industrial and utility markets. The company is also a leading
producer of commercial heating and ventilation units and highly
engineered steel structures used primarily for utility
transmission. Headquartered in Memphis, Tenn., the company has
manufacturing, distribution and office facilities worldwide. In
2006, the company reported $1.9 billion in revenues. More
information on the company, its products and markets can be found
at http://www.tnb.com/. Forward-Looking Statements Except for the
historical and factual information contained herein, the matters
set forth in this press release, including statements as to the
expected benefits of the transaction and the competitive ability
and position and expected future performance of the combined
company, and other statements identified by words such as
"estimates," "expects," "projects," "anticipates," "intends,"
"plans," and similar expressions, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including Section 27A(i)
of the Securities Act of 1933 and Section 21E(i) of the Securities
Exchange Act of 1934. These forward-looking statements are made
subject to significant risks and uncertainties that could cause
actual results to differ materially from those stated, including
the following: the possibility that the anticipated benefits from
the transaction will not be fully realized or may take longer to
realize than expected; the possibility that costs or difficulties
related to the integration of Lamson's operations into Thomas &
Betts will be greater than expected; possible disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the impact of competition on the
combined company; and various other uncertainties associated with
the home products industry in general and the combined company's
operations in particular, which are referred to in Lamson's and
Thomas & Betts's periodic reports filed with the SEC,
especially under the headings "Forward-Looking Statements" and
"Risk Factors." You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Neither Lamson nor Thomas & Betts undertakes any
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this press release or to reflect the occurrence of
unanticipated events. DATASOURCE: Lamson & Sessions CONTACT:
James J. Abel of Lamson & Sessions, Executive Vice President
and Chief Financial Officer, +1-216-766-6557
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