Exhibit 99
Contact:
At the Company At the Financial Relations Board
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401-233-0333 212-661-8030
Walter Stepan/Philip B. Barr Analyst Information: John McNamara
FOR IMMEDIATE RELEASE
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July 14, 2000
BACOU USA ANNOUNCES ENGAGEMENT OF DEUTSCHE BANK TO EXPLORE STRATEGIC
ALTERNATIVES, AND AGREEMENT WITH PRINCIPAL BACOU S.A.
SHAREHOLDERS
Smithfield, Rhode Island, July 14, 2000 -- Bacou USA, Inc. (NYSE:
BAU), a leading manufacturer of personal protective equipment, today announced
that Bacou USA and the individuals who control the ownership of its majority
shareholder, Bacou S.A. of Paris, France, have engaged Deutsche Bank as
financial advisor in connection with their recently announced process of
exploring strategic alternatives to enhance shareholder value.
"We have moved quickly to assemble a strong advisory team for this
project," said Walter Stepan, who is both Co-Chairman of Bacou USA and the
person responsible for leading the global process of reviewing strategic
alternatives for Bacou S.A. and Bacou USA. "We expect the process to result in a
decision later this year and hope to consummate a transaction at the end of 2000
or the beginning of 2001."
"We will seek a partner that shares our vision of building a
multi-billion dollar safety business using the solid platform we have already
established," continued Stepan. "Accordingly, the ideal partner will have the
financial strength to continue our active acquisition strategy, will share our
commitment to build a family of market-leading brands, and will wish to
capitalize on our proven system of successfully integrating acquired businesses
into a single cohesive company while keeping a decentralized, entrepreneurial
manufacturing base."
Bacou USA also announced today that it has reached an agreement with
the individuals who control the ownership of Bacou S.A., which owns 71.6% of the
currently outstanding shares of Bacou USA, that any offer for their interests in
Bacou S.A. also will contain an undertaking to purchase the shares of the
minority stockholders of Bacou USA. The agreement also would require that any
agreement accepted by those individuals also would include a provision for the
purchaser to provide equivalent per share pricing for the minority shareholders
of Bacou USA. Terms of the Agreement will be detailed in an 8-K filing with the
Securities and Exchange Commission.
"This is a very favorable agreement for the minority stockholders of
Bacou USA," said Philip Barr, President and CEO of Bacou USA. "The agreement
forms the basis for a cooperative process with Bacou S.A. and Deutsche Bank that
should enhance the value of all interests in Bacou USA and enable all
stockholders of Bacou USA to benefit from any transaction that may result from
the process."
Since 1995, Bacou USA has acquired eight businesses engaged in the
manufacture and sale of personal protective equipment. During the same period,
Bacou S.A. made another seven acquisitions. Over the period 1994 to 1999, Bacou
USA has achieved compounded annual growth rates of 38.3% in net sales, 26.7% in
EBITDA, 29.7% in net income and 22.3% in earnings per share. In both 1998 and
1999, Bacou USA was recognized by Forbes magazine as being among the 200 best
small companies in America.
On Tuesday, July 18, Bacou USA is expected to report its financial
results for its second quarter ended June 30, 2000. For its year ended December
31, 1999, Bacou USA reported net sales of $272.8 million and, prior to
non-recurring items, net profits of $27.5 million and earnings per share of
$1.56 on a weighted average 17.7 million shares. In the latest twelve months,
Bacou USA has reported net sales of $292.4 million, net profits of $29.1 million
and earnings per share of $1.65 on a weighted average 17.7 million shares.
Together with Bacou S.A., the two groups of companies achieved sales in excess
of $550 million in 1999, and EBITDA (earnings before interest, taxes,
depreciation and amortization) of over $100 million.
Like Bacou USA, Bacou S.A. is a leading manufacturer and distributor
of personal protective equipment and safety products with a distribution focus
on the European markets. The individuals who control the ownership of Bacou S.A.
are the immediate family members of the company's late founder, Henri Bacou.
Bacou USA, Inc. (NYSE:BAU) designs, manufactures and sells leading
brands of products that protect the sight, hearing, respiratory systems and
hands of workers, as well as related instrumentation including vision screeners,
gas monitors and test equipment for self-contained breathing apparatus. The
company's products, marketed under Uvex(R), Howard Leight(R), Perfect Fit(TM),
Whiting + Davis(R), Survivair(R), Pro-Tech(R), Biosystems(TM), Titmus(R),
LaserVision(TM) and Lase-R Shield(TM) brand names, are sold principally to
industrial safety distributors, fire fighting equipment distributors and optical
laboratories. News and information about Bacou USA are available on-line at
http:/www.bacouusa.com.
Statements contained in this press release that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities and Litigation Reform Act of 1995. In addition, words
such as "believes," "anticipates," "expects" and similar expressions are
intended to identify forward-looking statements. Forward looking statements
involve risks and uncertainties, including but not limited to the timely
development and acceptance of new products, the impact of competitive products
and pricing, changing market conditions, the successful integration of
acquisitions, continued availability and favorable pricing of raw materials, and
the other risks detailed in the company's prospectus filed March 27, 1996, and
from time to time in other filings. Actual results may differ materially from
those projected. These forward-looking statements represent the company's
judgment as of the date of this release. The company disclaims, however, any
intent or obligation to update these forward-looking statements.
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