Stewart & Stevenson Announces Amended Merger Agreement With Armor Holdings, Raising Price to $36.50 Per Share In Cash
May 15 2006 - 7:10AM
PR Newswire (US)
S&S Board Unanimously Recommends Acceptance of New Per Share
Price of $36.50 Offered Through May 25, 2006 HOUSTON, May 15
/PRNewswire-FirstCall/ -- Stewart & Stevenson Services, Inc.
(NYSE:SVC) today announced that its previously announced merger
agreement with Armor Holdings, Inc. (NYSE:AH) has been amended.
Under the terms of the amended agreement, Armor Holdings will
acquire all of the outstanding shares of Stewart & Stevenson
common stock for $36.50 per share in cash. If Stewart &
Stevenson shareholders fail to approve the amended merger agreement
at the special meeting of shareholders to be held on May 25, 2006,
under the terms of the amended merger agreement the merger proposal
price will revert to the original merger price of $35.00 per share
in cash. The amended agreement has been unanimously approved by
Stewart & Stevenson's Board of Directors. Stewart &
Stevenson also announced its intention to adjourn its previously
scheduled special meeting of shareholders to vote on the merger,
from May 16, 2006 until May 25, 2006 at 9:00 a.m. Houston Time at
The Fulbright Tower, 1301 McKinney, Houston, Texas 77010. The
record date for shareholders entitled to vote at the special
meeting remains April 5, 2006. The Company noted that shareholders
that have previously voted may change their vote, but need not vote
again. Max L. Lukens, President and Chief Executive Officer of
Stewart & Stevenson, said, "The Board of Directors unanimously
believes that the significant cash premium presented by Armor
Holdings' amended merger proposal is the best way to deliver
enhanced value to shareholders. If they have not done so already,
we urge Stewart & Stevenson shareholders to vote 'FOR' the
proposed merger with Armor Holdings at the May 25, 2006 special
meeting. We expect to close the transaction promptly after receipt
of shareholder approval." As previously announced, on April 19,
2006, the U.S. Department of Justice and the U.S. Federal Trade
Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with the proposed transaction. This allows
the transaction to close promptly after receipt of shareholder
approval. The Company also noted that three leading proxy advisory
firms -- Institutional Shareholder Services, Glass Lewis and Proxy
Governance -- endorsed Stewart & Stevenson's merger with Armor
Holdings and recommended that Stewart & Stevenson shareholders
vote in favor of the proposed merger. Stewart & Stevenson
shareholders are reminded that their vote is important, and a
failure to vote has the same effect as a vote against the merger
proposal. Shareholders may vote their shares by telephone or by the
Internet, and are advised that if they have any questions or need
any assistance in voting their shares, they should contact Stewart
& Stevenson's proxy solicitor, MacKenzie Partners, Inc.
Toll-Free at 800-322-2885. Shareholders are urged to act promptly
as the meeting is less than two weeks away. Shareholders are
encouraged to read Stewart & Stevenson's 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 Stewart & Stevenson Board of
Directors' unanimous recommendation that shareholders vote FOR the
approval and adoption of the amended merger agreement and the
merger. About Stewart & Stevenson Stewart & Stevenson
Services, Inc., founded in 1902, is primarily engaged in the
design, manufacture and service of medium and light tactical
vehicles for the U.S. Army and others worldwide. Stewart &
Stevenson Services, Inc. is not affiliated with Stewart &
Stevenson LLC. For more information on Stewart & Stevenson
Services, Inc., visit http://www.ssss.com/ . Forward-Looking
Statements Certain matters discussed in this press release
constitute forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially
from those projected. These statements may be identified through
the use of words such as "anticipates," "believes," "plans,"
"potentially," "expects," "intends," "future," and similar
expressions. These risks and uncertainties are described in Stewart
& Stevenson Services, Inc.'s filings with the SEC, including
Stewart & Stevenson Services, Inc.'s Annual Report on Form 10-K
for the fiscal year ended January 31, 2006, which are available at
the SEC's web site at http://www.sec.gov/. Additional Information
and Where to Find It In connection with the proposed transaction,
Stewart & Stevenson has filed a definitive proxy statement with
the SEC to be used to solicit shareholder approval of the proposed
transaction, as well as other relevant documents concerning the
proposed transaction. Stewart & Stevenson shareholders are
urged to read the definitive proxy statement regarding the proposed
transaction and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information about Stewart &
Stevenson, the proposed transaction and related matters. The
definitive proxy statement has been mailed to the shareholders of
Stewart & Stevenson. You will be able to obtain a free copy of
the definitive proxy statement, as well as other filings containing
information about Stewart & Stevenson with the SEC at the SEC's
website at http://www.sec.gov/. Copies of the definitive proxy
statement and the SEC filings that will be incorporated by
reference in the definitive proxy statement can also be obtained,
when available, without charge, by directing a request to Stewart
& Stevenson Services, Inc., Investor Relations, P.O. Box 1637,
Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.'s
Investor Relations page on its corporate website at
http://www.ssss.com/ . You can also contact Dan Burch or Charlie
Koons of MacKenzie Partners, Inc., Stewart & Stevenson's proxy
solicitor, if you have any questions relating to the transaction at
800-322-2885. Stewart & Stevenson 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 regarding Stewart &
Stevenson's directors and executive officers and the interests of
those participants may be obtained by reading the proxy statement
regarding the proposed merger and Stewart & Stevenson's Annual
Report on Form 10-K for the fiscal year ended January 31, 2006.
Contact: L. Scott Biar, CFO and Treasurer Stewart & Stevenson
Services, Inc. 713-868-7700 Dan Burch / Charlie Koons MacKenzie
Partners, Inc. 212-929-5500 800-322-2885 Matt Sherman / Sharon
Goldstein Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
DATASOURCE: Stewart & Stevenson Services, Inc. CONTACT: L.
Scott Biar, CFO and Treasurer of Stewart & Stevenson Services,
Inc., +1-713-868-7700; Dan Burch or Charlie Koons, both of
MacKenzie Partners, Inc. for Stewart & Stevenson Services,
Inc., +1-212-929-5500, 1-800-322-2885; Matt Sherman or Sharon
Goldstein, both of Joele Frank, Wilkinson Brimmer Katcher for
Stewart & Stevenson Services, Inc., +1-212-355-4449 Web site:
http://www.ssss.com/
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