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DETECTION SYSTEMS, INC.
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As filed with the Commission on December 11, 2000
FOR IMMEDIATE RELEASE December 11, 2000
DETECTION SYSTEMS TO BE ACQUIRED BY BOSCH FOR $18 PER SHARE
Fairport, N.Y.--Detection Systems, Inc. (Nasdaq: DETC) announced today that
it has entered into an Agreement and Plan of Merger with Robert Bosch GmbH,
a large multi-national diversified company. The agreement provides that a
subsidiary of Bosch will commence a tender offer to purchase all
outstanding shares of the Company for $18 per share in cash. Following
completion of the tender offer, the Bosch subsidiary will merge with
Detection Systems, and the remaining shares will be converted into the
right to receive $18. As a result of the tender offer and merger, the
Company will become a wholly-owned subsidiary of Bosch.
In approving the transaction, the Detection Systems Board of
Directors determined that the transaction is fair to and in the best
interest of all of the Company's shareholders. Detection Systems was
advised by Fleet Securities, Inc. with respect to the transaction.
Karl H. Kostusiak, Chairman and Chief Executive Officer of Detection
Systems, indicated, "This agreement is the result of the Board of
Directors' commitment to explore the Company's strategic alternatives to
enhance value for all shareholders, and justifies our earlier determination
to not pursue a hasty sale of the Company at lower values. We are pleased
that we have made available to our shareholders such an attractive
transaction, and believe all our shareholders have been well served. The
Board is also assured that the merged company will carry forth the
traditions of employee satisfaction, technological innovation, high quality
and customer service that form the basis of Detection Systems' 32 year
history of success."
Uwe Glock, President, Security Systems, of Bosch Telecom GmbH, said
"We look forward to working together with Detection Systems' customers and
employees toward a prosperous future. We have long been interested in
acquiring Detection Systems, because we believe there are tremendous
product and technology synergies. It is our intention to keep intact the
operations of Detection Systems and to utilize its Rochester operation and
its employees as the basis of our security business in the United States.
Mr. Kostusiak will continue as President of Detection Systems operations
worldwide."
The transaction is contingent upon customary regulatory review and is
expected to close in January 2001.
In conjunction with the merger agreement, the Company granted to
Bosch an option to purchase approximately 16.9% of its outstanding shares,
at $18 per share. In addition Mr. Kostusiak and David B. Lederer, Executive
Vice President of Detection Systems, have agreed to tender into Bosch's
offer all of the shares owned by them, and to grant Bosch an option to
purchase all of their shares at $18 per share.
Detection Systems also announced today that in light of the Bosch
transaction, it has canceled its annual shareholder meeting, which was
scheduled for Tuesday, December 19. The Board of Directors determined that
this action was appropriate, especially in light of the inability to
adequately communicate this important new information to all shareholders
sufficiently in advance of the meeting, and also because the Company will
soon become wholly owned by Bosch.
Robert Bosch is a $30 billion global company with activities in
automotive components, consumer products, capital goods and security
products. The security division of Robert Bosch has annual sales of $450
million with a strong presence in Germany and other European markets. Bosch
has decided to expand its activities in this industry in the United States
and other markets and intends to become a global supplier of security
products.
Detection Systems is a leading supplier of equipment to the
electronic protection industry, with facilities in New York, California,
Argentina, Australia, Belgium, China, France, Hong Kong, Hungary, Italy,
New Zealand, Norway, Spain, Sweden and the United Kingdom. The Company
designs, manufactures and markets electronic detection, control and
communication equipment for security, fire protection, access control and
closed circuit television applications.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT: Detection Systems, Inc.,
Frank J. Ryan, Vice President, Secretary and Treasurer, or Christopher P.
Gerace, Vice President, 130 Perinton Parkway, Fairport, New York 14450,
(716) 223-4060, www.dsworld.com.
This press release contains forward-looking information which
involves expressions of management's current expectations. All
forward-looking information is subject to various risks and uncertainties
that may be beyond the Company's control and may cause results to differ
from management's current expectations. Information concerning factors that
could cause actual results to differ materially from management's current
expectations are set forth on pages 9 - 13 of the Company's 2000 Annual
Report on Form 10-K.
