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Cascade Corporation
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(Name of Registrant as Specified in Its Charter)
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Portland, Oregon
October 18, 2000
FOR IMMEDIATE RELEASE
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CASCADE CORPORATION ENTERS INTO MERGER AGREEMENT
Cascade Corporation (NYSE: CAE) today announced that the Company has entered
into a merger agreement with acquisition companies formed by Lift Technologies
Inc., a manufacturer of lift truck masts, TD Capital Group Limited, a member of
the Toronto Dominion Bank Group, and the Ontario Municipal Employees Retirement
Board.
Under the Agreement each share of Cascade common stock will be converted into
the right to receive $17.25 in cash. Cascade will become a wholly-owned
subsidiary of a corporation formed by the acquiring group and will continue
doing business under its present name. The total value of the proposed
acquisition is approximately $320 million, including the assumption of
outstanding indebtedness.
James S. Osterman, the Chair of the Special Committee of the Board of Directors
of Cascade, said the merger agreement resulted from the process begun by the
Board of Directors of Cascade in March under which the Special Committee was
appointed to evaluate a management buy-out proposal and other alternatives to
enhance value for the shareholders of Cascade. Mr. Osterman added that "the
Committee is assured that the merged company will carry forth the traditions of
employee satisfaction, product innovation, and customer service that form the
basis of Cascade's 57-year history of success."
William J. Harrison, founder and President of Lift Technologies, is the founder
and former President of Kenhar Corporation and a former Cascade director. Mr.
Harrison and an affiliated company have entered into voting agreements which
provide that they will vote their shares in favor of approval of the merger.
Mr. Harrison said, "With the merger of the Cascade and Lift Technologies groups,
we will have an organization combining the leading three load handling products
companies globally; Cascade Attachments, Kenhar Forks, and Lift-Tek Masts."
"Our plan is very clear; we will cause the new company to grow its market share,
develop new products and services, and expand on our strong, competitive,
manufacturing base."
"In Cascade, Kenhar, and Lift-Tek, we will have the products, the facilities,
the people and the determination to grow the company for the benefit of its
customers, employees, suppliers, and shareholders."
<PAGE>
Cascade Corporation Enters Into Merger Agreement
October 18, 2000
Page 2
The merger is conditioned upon regulatory and shareholder approvals and other
customary conditions.
Cascade also announced that Greg H. Kubicek was elected to succeed C. Calvert
Knudsen as Chairman.
Cascade Corporation, headquartered in Portland, Oregon, is a leading
international manufacturer of lift truck attachments, forks and accessories.
Comprehensive information on Cascade is available on its web site at
www.cascorp.com.
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The Lift Technologies Group is the leading independent designer, manufacturer,
and distributor of lift masts of all configurations to the mobile Materials
Handling Industry. With three manufacturing plans in North America and two in
Europe, the Lift Group is totally focused on supplying its Original Equipment
Manufacturers and its Aftermarket customers with standard and special masts and
accessories.
Lift-Tek is recognized as the leading outsourcing partner to OEMs for masts,
carriage assemblies and components for current and non-current lift truck
products.
Where You Can Find Additional Information
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Cascade plans to file with the Securities and Exchange Commission a proxy
statement relating to the business combination transaction described above.
Cascade expects to mail a proxy statement about the transaction to the
shareholders. Investors and security holders are advised to read carefully the
proxy statement when it becomes available, because it will contain important
information about Cascade, the merger and related matters. Interested parties
and security holders may obtain a free copy of the proxy statement and other
documents filed by the companies at the SEC's web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained from Cascade
by directing such requests to the company.
In addition to the proxy statement, Cascade files annual, quarterly and special
reports, proxy statements, registration statement and other information with the
Securities and Exchange Commission. You may read and copy any reports, statement
or other information filed by Cascade in the SEC public reference rooms at 450
Fifth Street, NW, Washington, DC 20549, or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Cascade
filings with the SEC are also available to the public from commercial
document-retrieval services and at the web site maintained by the SEC at
http://www.sec.gov.
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<PAGE>
Cascade Corporation Enters Into Merger Agreement
October 18, 2000
Page 3
Solicitation of Proxies; Interests of Certain Persons in the Transaction
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Cascade, its officers and directors and certain other members of management or
employees may be deemed to be participants in the solicitation of proxies from
shareholders of Cascade with respect to the transactions contemplated by the
merger agreement. A description of any interests that Cascade's directors and
executive officers have in the merger will be available in the proxy statement.
Forward-looking Information
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This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Factors which could cause
actual results to differ materially from these forward-looking statements
include, but are not limited to, competitive factors in, and the cyclical nature
of, the materials handling industry; fluctuations in lift truck orders or
deliveries, availability and cost of raw materials; general business and
economic conditions in North America, Europe and Asia; foreign currency
fluctuations; and effectiveness of the Company's cost reduction initiatives.
Additional factors that could cause or contribute to such differences include,
but are not limited to, risks relating to the consummation of the merger,
including the risks that required regulatory clearances or shareholder approval
might not be obtained in a timely manner, or at all. In addition, statements in
this Press Release relating to the expected benefits of the contemplated merger
are subject to risks relating to the retention of key personnel, the ability to
maintain or expand existing Cascade business, changing relationships with
customers and suppliers, and other factors.
Contact: James S. Osterman, Chairman, Special Committee of the Board of
Directors (503) 653-4588
