LANIER [LOGO]
For more information contact: LANIER WORLDWIDE, INC.
Bradford L. Nelson 2300 Parklake Drive, NE
Vice President, Investor Relations Atlanta, GA USA 30345
Lanier Worldwide, Inc. Telephone 770-496-9500
770-621-1076
[email protected] WWW.LANIER.COM
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For Immediate Release
DRAFT 1.5 11/29/00
LANIER WORLDWIDE INC. SIGNS MERGER
AGREEMENT TO BE ACQUIRED BY RICOH
$3 TENDER OFFER TO BE MADE FOR LANIER SHARES
Atlanta, GA, U.S.A., November 29, 2000 -- Lanier Worldwide, Inc. (NYSE: LR)
today announced that it has signed a definitive merger agreement with Ricoh
Company, Ltd., a leading provider of office automation solutions. Under the
terms of the merger agreement, a subsidiary of Ricoh will commence a cash tender
offer on or prior to December 13, 2000, for all the outstanding shares of common
stock of Lanier at a price of $3 per share. Following completion of the tender
offer and receipt of Lanier stockholder approval, if required, Lanier will merge
with a subsidiary of Ricoh and each share of Lanier common stock not tendered in
the tender offer will be converted into the right to receive $3 in cash. As a
result of the merger, Lanier will become a wholly owned subsidiary of Ricoh.
The Board of Directors of Lanier has unanimously approved the merger agreement.
In addition, Harris Corporation, the owner of approximately 10% of the
outstanding shares of Lanier common stock, has agreed to tender its shares in
the tender offer. Closing of
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the tender offer and merger are subject to the completion of the sale of
Lanier's voice products business discussed below and to customary terms and
conditions, including the tender of shares by Lanier stockholders holding a
majority of the outstanding shares on a fully diluted basis and receipt of all
necessary government approvals, including expiration or termination of the
appropriate waiting period under the Hart-Scott-Rodino Act and approval of
European Union antitrust authorities.
Lanier also announced that it has entered into an agreement to sell its voice
products business to Platinum Equity, LLC, a privately held information
technology company. To ensure a smooth transition, Lanier will provide
transition services to the new voice products company for a fee. All current
Lanier voice products employees will be offered employment with this new
company, which will be known as [Lanier Healthcare, Inc.] the voice products
sale is scheduled to close upon government approval under the Hart-Scott-Rodino
Act.
"We are excited about the tremendous opportunity this merger creates for our
customers, employees, and stockholders", said Wesley E. Cantrell, Chairman of
the Board and Chief Executive Officer of Lanier. "Ricoh has been an outstanding
manufacturing partner for Lanier, providing us with excellent digital color and
black & white copier/printers. We believe we can leverage the quality products
and technology of Ricoh with the worldwide distribution, professional services
offerings, and customer service excellence of Lanier to provide our customers
with the very best in document management solutions."
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"We are also excited that the voice products business has both excellent
financial backing and a quality management team in place. We are confident that
this new company will continue to bring outstanding technology solutions and
services to its customers," Cantrell added.
The Robinson-Humphrey Company, LLC is acting as financial advisor to Lanier in
connection with the merger. Wasserstein Perella & Co., Inc. and Nomura Corporate
Advisors Co., Ltd. are acting as financial advisors to Ricoh in connection with
the merger.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Lanier. At the time the subsidiary of Ricoh Company, Ltd.
commences its offer, it will file a Tender Offer Statement with the U.S.
Securities and Exchange Commission and Lanier will file a Solicitation/
Recommendation Statement with respect to the offer. THE TENDER OFFER WILL BE
MADE SOLELY BY THE TENDER OFFER STATEMENT. THE TENDER OFFER STATEMENT (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement will be made
available
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to all stockholders of Lanier, at no expense to them. The Tender Offer Statement
(including the Offer to Purchase, the related Letter of Transmittal and all
other offer documents filed by Ricoh with the SEC) and the Solicitation/
Recommendation Statement will also be available free at the SEC's Web site at
http://www.sec.gov. Investors and security holders are strongly advised to read
both the tender offer statement and the solicitation/recommendation statement
regarding the tender offer referred to in this press release when they become
available because they will contain important information.
About Lanier
With 1,600 sales and service locations worldwide, Lanier Worldwide, Inc. and its
dealer and distributor network form one of the largest global providers of
document management solutions. Every day, Lanier and its dealers and
distributors help customers in more than 100 countries create, enhance and
distribute high-quality documents with greater speed, efficiency and economy.
Lanier maintains an intense customer focus--called Customer Vision(R)--and
employs DOCutivity(R), a document lifecycle approach designed to improve
business productivity. Lanier's comprehensive document management solutions
portfolio includes digital color copier/printers, black-and-white digital
copier/printers, multifunction devices, print-on-demand applications and a
variety of outsourcing services. Lanier also develops specialized solutions for
the healthcare and real estate industries. Lanier was founded in 1934, and is
headquartered in Atlanta, Georgia, U.S.A.
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About Ricoh
Ricoh Company, Ltd., of Japan, is a leading provider of office automation
solutions, with more than 67,300 employees worldwide and sales in excess of $14
billion in 2000. Ricoh Company is a recognized pioneer in the development of
network-connected digital multifunctional document systems and is a top supplier
of diversified office automation equipment and electronics.
This press release contains "forward-looking" statements within the meaning of
the federal securities laws. These forward-looking statements can be identified
by reference to words such as "expect," "believe," "anticipate", "plan", or
similar expressions and involve risks and uncertainties, including, but not
limited to, insufficient shares being tendered by Lanier stockholders, the sale
of the voice products business not being completed, or non-occurrence of other
conditions required for completion of the tender offer, delays in the closing
date of this transaction, the inability to successfully integrate Lanier's
business with that of Ricoh and other factors which could cause Lanier's actual
results to differ materially from those projected in such forward--looking
statements. Additional information concerning such factors is contained in
Lanier's Registration Statement on Form 10, as amended, filed with the SEC on
October 22, 1999, Lanier's reports filed from time to time with the SEC and the
Tender Offer Statement, all of which are, or in the case of the Tender Offer
Statement will be, available from the SEC.
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Note: For further information, please contact Brad Nelson, Vice President,
Investor Relations of Lanier, at 770-621-1076 or James MacLennan, Executive Vice
President and Chief Financial Officer of Lanier at 770-621-1078.
