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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 18, 1998
CTB INTERNATIONAL CORP.
(Exact name of registrant as specified in the charter)
Commission File Number 000-22973
Delaware 35-1970751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
State Road 15 North, P.O. Box 2000, Milford, IN 46542-2000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219)-658-4191
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Item 5. Other Events.
The following is filed as an Exhibit to the Report.
Exhibit Number 99: Press Release dated August 12, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CTB International Corp.
Dated: August 18, 1998 By /s/ Don J. Steinhilber
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Don J. Steinhilber
Vice President, Chief Financial Officer
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Exhibit 99
FOR IMMEDIATE RELEASE RELEASE #980812RX
Contact: Don Steinhilber, Vice President and Chief Financial Officer,
(219)658-4191
CTB INTERNATIONAL CORP. TO ACQUIRE ROXELL N.V.
MILFORD, Ind., August 12, 1998 - CTB International Corp. (NASDAQ: CTBC) today
announced that it has signed a letter of intent to acquire Roxell N.V. of
Maldegem, Belgium. Roxell is a leading manufacturer of automated feeding and
watering systems as well as feed storage facilities for the poultry and swine
production industries.
The purchase price of 1.43 billion Belgian francs, approximately $39 million,
will be paid in cash and will be financed through additional borrowings. The
acquisition is subject to completion of a definitive agreement and other
customary conditions, including approval of CTB's board of directors and
Roxell's shareholders, and is expected to close within the next two months.
Roxell recorded sales of $40.6 million and net income of $2.5 million in the
fiscal year ended October 31, 1997, based on a current exchange rate of 36.7
Belgian francs to the U.S. dollar. This acquisition is expected to be modestly
accretive to CTB's earnings in 1999 despite the borrowing cost, amortization of
goodwill and other effects of purchase accounting associated with the
acquisition, and is anticipated to contribute more significantly to earnings
growth in the future as synergies are more fully realized.
CTB was founded by Howard Brembeck in 1952, and a predecessor company of Roxell
was founded by Howard Brembeck and Forrest Ramser in 1967. The companies have
operated separately since 1985.
Chris Chocola, president and chief executive officer of CTB, said, "CTB's
renewed relationship with Roxell strengthens both companies' global presence and
results in a clear market leader in the poultry and swine equipment industries
worldwide."
"By reuniting these companies, we are forming a partnership linked not only by
our roots, but by a mutual focus on product innovation and distribution networks
that are unparalleled within the industry as well as complementary geographic
coverage and individual expertise," Chocola said. "It is hard to imagine a
better opportunity to advance our overall strategy of providing our customers
the most complete, highest-value package of products available in the world and
to lead the consolidation within the industry worldwide."
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Under the terms of the proposed transaction, Roxell will continue to operate
under the leadership of Gerard van Rooijen, managing director, and Roxell's
management team. No immediate changes in operations are planned. "As an
autonomous subsidiary of CTB, Roxell will be able to offer its customers the
best of both worlds," mentions Gerard van Rooijen. "We will continue to
spearhead our mission: the best feeding and drinking systems for poultry and
pigs, but will also benefit from belonging to the market leader in our sector
creating synergies with our new partners."
CTB International Corp., based in Milford, Indiana, is a leading manufacturer
and marketer of automated feeding, watering, heating, and ventilation systems;
commercial egg laying and handling systems; and feed and grain storage bins as
well as grain handling equipment. The company serves the poultry, swine, egg
production and grain industries. It operates from U.S. operations in Indiana,
Alabama, and Missouri and has facilities in Europe and Latin America.
This document contains certain statements regarding the future, including,
without limitation, the potential effects of the above-referenced transaction,
and involves certain risks and uncertainties regarding CTB International
Corp.'s business and operations and the agriculture industry. Actual results
may differ materially from those projected in forward-looking statements.
Please refer to the Company's Securities and Exchange Commission filings,
including, but not limited to, the Company's Form 10-K filing, where specific
risk factors that could cause actual results to differ materially from the
forward-looking statements made in this news release are identified.
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