Exhibit 99
Contact:
At Bacou USA, Inc. 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 10, 2000
Bacou USA and Majority Shareholder to Explore Strategic Alternatives
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Smithfield, Rhode Island, July 10, 2000 -- Bacou USA, Inc. (NYSE: BAU), a
leading manufacturer of personal protective equipment, and its majority
shareholder, Bacou S.A., today jointly announced that they will engage
investment bankers to explore strategic alternatives to enhance value for their
shareholders.
Bacou USA has approximately 17.6 million shares outstanding, all of which
are common shares. 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 Bacou family holds a controlling
interest in Bacou S.A., which owns 12.6 million shares of Bacou USA or
approximately 71.6 percent. In the event of a sale by the Bacou family of their
direct and indirect interests in Bacou S.A., a buyer also would own indirectly
the 12.6 million shares of Bacou USA that are held by Bacou S.A., thereby
obtaining indirect control of Bacou USA.
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.
"Consolidation in our markets is continuing at an ever-increasing pace, and
we firmly believe that we have advanced farther than any of our competitors in
creating a global safety manufacturing business," said Philippe Bacou, Chairman,
President and CEO of Bacou S.A. "In order to capitalize on our prior success and
strong momentum in the industry, we see the need to combine Bacou S.A. and Bacou
USA to create a truly global company, and to continue our aggressive global
acquisition strategy in order to maximize the value of our companies for all
shareholders and to better serve our worldwide customer base. This process
requires additional capital, and we have been considering how best to address
those needs."
"Additionally, a significant minority shareholder in Bacou S.A. recently
decided to divest its interest, and the Bacou family has obtained control of
those shares." Mr. Bacou continued. "As a result, Gilbert Vandeputte has
resigned as a director of Bacou S.A. and Bacou USA."
"In order to enhance our ability to evaluate the strategic alternatives, we
will hire investment bankers to assist us," said Mr. Bacou. "I have also
appointed Walter Stepan, who is Co-Chairman of Bacou USA, former President and
CEO of Bacou USA and a Director of Bacou S.A., to lead the internal taskforce on
my behalf to evaluate our strategic alternatives together with our investment
bankers."
"Bacou USA has emerged as the leading consolidator within the U.S. safety
industry," said Walter Stepan. "We have successfully combined internal growth
and growth by acquisition to build a highly successful small-cap company in the
U.S. At the same time, Bacou S.A. also has grown in Europe in a similar fashion
by internal growth and acquisitions to a leadership position in Europe. There
now exists a tremendous opportunity for Bacou S.A. and Bacou USA to be combined
in a global company that can become the platform for a global leadership
position in the safety industry worldwide. We will utilize this process to focus
on taking advantage of those opportunities to create value for all of our
shareholders."
"This process has the support of our Board and management team because it
focuses on continuing to build the global company that has been our vision since
our IPO in 1996," said Philip B. Barr, President and CEO of Bacou USA. "Since
1995, Bacou USA has acquired eight businesses engaged in the manufacture and
sale of personal protective equipment. Together with organic growth in our
existing and acquired businesses, these acquisitions have propelled Bacou USA to
an enviable record of growth and profitability. 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."
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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