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EXHIBIT 99.3
For Release: NOT BEFORE 4:30 p.m. EDT; June 13, 2000
Parker Contacts: Wynn's Contacts:
Analysts:
Tim Pistell Seymour A. Schlosser
Treasurer Vice President - Finance and CFO
216) 896-2130 714/938-3707
News Media:
Lorrie Paul Crum James Carroll
Vice President, Corporate Communications Chairman and CEO
216/896-2750 714/938-3700
615/444-0191
PARKER TO ACQUIRE WYNN'S INTERNATIONAL IN $497 MILLION TRANSACTION
MOTION-CONTROL SYSTEM STRENGTH BACKED
BY BROADER OFFERING OF SEALING TECHNOLOGIES
CLEVELAND, OHIO and Orange, CA, USA: June 13, 2000 - Parker Hannifin Corporation
(NYSE:PH) and Wynn's International, Inc. (NYSE: WN) today entered into an
agreement for Parker to acquire Wynn's International in a cash tender offer with
an enterprise value of approximately $497 million.
The agreement calls for shareholders of Wynn's to receive $23 cash for each
share of Wynn's common stock owned. The offer constitutes a 70-percent premium
over Wynn's recent 20-day trading average. Parker will assume approximately $59
million of Wynn's debt in the transaction, which is expected to close in late
July, 2000.
Wynn's is a leading manufacturer of precision-engineered sealing media for the
automotive market; heavy-duty trucks; industry and aerospace. Parker serves all
of these markets, with particular strength in sealing technologies for
commercial and industrial applications, such as telecommunications and
petrochemicals.
STRATEGIC FIT & RATIONALE
The two companies' product lines complement one another in that Parker is well
established in industrial markets, while Wynn's specializes in
engineered-compound seals for mobile applications. In terms of balance, Wynn's
strong position on the original-equipment side of the business also fits well
with Parker's strength serving the maintenance, repair and overhaul market.
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The acquisition will allow Parker to offer customers in the aerospace, marine
and mobile markets more complete assemblies, including Wynn's sealing systems
for on-board air conditioning, gas and fluid management. Wynn's customers will
have access to a far greater range of motion and control technologies offered by
Parker.
"This combination presents meaningful market share growth and cross-selling
opportunities for both of our companies," said Parker Chairman and CEO Duane
Collins. "In providing premium service to our customers, `system' is the watch
word. Together, we'll have the system strength to offer our customers better
engineering solutions and more efficient performance. All of that spells value
for our customers, employees and shareholders."
With four other acquisitions already completed this year representing more than
$700 million in first-year sales, Collins said this addition furthers the
company's strategy to accelerate growth as the total-system supplier to
industrial, mobile, commercial and aerospace markets. See Sidebar, At Parker,
Putting the Planet in Motion Is All in a Day's Work.
"We are very pleased to have reached this agreement with Parker," said James
Carroll, Chairman and CEO of Wynn's. "The combination of the two companies makes
great strategic sense from a customer perspective. It is a good deal for our
shareholders and should provide most of our employees with additional career
opportunities within a large and very fine organization." Mr. Carroll noted that
he has entered into an agreement to tender his shares as an indication of his
support for the transaction.
INTEGRATION PLANNING
Parker said it expects the transaction to be modestly accretive to the company's
fiscal year 2001 earnings. Wynn's seal-business units would be managed as
"bolt-on" additions to Parker Seal Group divisions. The company said it will
need to learn more about the Wynn Oil unit, because it is outside Parker's core
business.
Collins noted that Parker has acquired 45 businesses in the last six years,
fueling new growth opportunities and profits. "We're a company of engineers.
That might not seem as exciting as other technology drivers, but we love it, and
we apply our engineering discipline to integrate new businesses. We're also true
to our promise to build the businesses we buy, and we have great people who live
by the Parker way: customer-oriented, focused and fair. These are the reasons
we've consistently been able to achieve accretion."
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The transaction is subject to normal regulatory reviews. Both companies expect
to continue their quarterly dividend policies until the close of the
transaction. Parker has increased its dividend for 43 consecutive years, while
Wynn's has paid dividends for 25 consecutive years.
Morgan Stanley Dean Witter, which advised Parker, is acting as dealer manager,
while JP Morgan acted as financial advisor to Wynn's.
Wynn's International, Inc., founded in 1939, is a worldwide leader in sealing
products and technology, serving more than 1,000 customers with quality
components and engineered compounds. Its core businesses include
Wynn's-Precision, Wynn Oil and recently acquired Goshen Rubber. Annualized
first-quarter 2000 sales, including Goshen Rubber, are $573 million.
With annual sales of $6 billion, Parker Hannifin Corporation is the world's
leading diversified manufacturer of motion and control technologies and systems,
providing precision-engineered solutions for a wide variety of commercial,
mobile, industrial and aerospace markets. The company employs more than 40,000
people in 40 countries around the world. For more information, visit the
company's web site at www.parker.com, or its investor information site at
www.phstock.com.
# # #
FORWARD-LOOKING STATEMENTS:
Forward-looking statements contained in this and other written and oral reports
are made based on known events and circumstances at the time of release, and as
such, are subject in the future to unforeseen uncertainties and risks. All
statements regarding future performance, events or developments, including
statements related to earnings accretion and synergies to be realized in the
transaction, are forward-looking statements. It is possible that the company's
future performance may differ materially from current expectations expressed in
these forward-looking statements, due to a variety of factors such as changes
in: business relationships with and purchases by or from major customers or
suppliers; competitive market conditions and resulting effects on sales and
pricing; increases in raw-material costs which cannot be recovered in product
pricing; global economic factors, including currency exchange rates and
difficulties entering new markets; failure of the transaction to be consummated;
ability to successfully integrate Wynn's business with Parker's; and factors
noted in the companies' reports filed with the U.S. Securities and Exchange
Commission (SEC).
All Wynn's stockholders should read the tender offer statement concerning the
tender offer that will be filed by Parker, and the solicitation/recommendation
statement that will be filed by Wynn's with the SEC and mailed to stockholders.
These statements will contain important information that stockholders should
consider before making any decision regarding tendering their shares.
Stockholders will be able to obtain these statements, as well as other filings
containing information about Parker and Wynn's, without charge at the SEC's
Internet site at www.sec.gov. Copies of the tender offer and the
solicitation/recommendation statements, when filed, and other SEC filings may be
obtained without charge from Parker's Corporate Secretary, or at the company's
investor information site, at www.phstock.com
