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EXHIBIT 99.1
NEWS RELEASE
For Immediate Release
Contact: C. T. Sherman
614-416-7250
614-416-7251 (fax)
DATE: September 28, 2000
COLUMBUS, OHIO....PH GROUP INC. (OTCBB: PHHH) announces it has signed a letter
of intent to be acquired by Royal Precision, Inc. (Nasdaq: RIFL), a leading
designer, manufacturer and distributor of high-quality golf club components.
Royal Precision is headquartered in Scottsdale, Arizona and had sales of $29.9
million during its fiscal year ended May 31, 2000.
Royal Precision, Inc.'s high-quality innovative golf club shafts, include the
Rifle(TM) shaft featuring the Company's "Frequency Coefficient Matching"
technology, or "FCM", designed to provide consistent flex characteristics to all
the clubs in a golfer's bag. Royal Precision, Inc. is also a designer and
distributor of Royal Grip(R) golf club grips offering a wide variety of standard
and custom models, all of which feature durability and a distinctive feel and
appearance.
Under the terms of the transaction, PH Group shareholders would receive $1.00
worth of Royal Precision common stock for each share of PH Group common stock
they owned. The exchange ratio will be the average closing price of Royal
Precision's common stock for a period of twenty consecutive trading days, ending
two days prior to the date of execution of a definitive agreement. As of June
30, 2000, PH Group had approximately 1.7 million shares of common stock
outstanding. In connection with the execution of the letter of intent, PH Group
granted Royal Precision an option to acquire 500,000 shares of PH Group common
stock at an exercise price of $0.50 per share.
C. T. Sherman, President of PH Group, "We are excited about now having the
capabilities to accomplish our growth oriented business plan with the help of
Royal Precision. We believe our shareholders will benefit from the execution of
that plan and by being part of a larger public company. We believe Royal
Precision's growth plans and ours should produce an exciting future for the
combined companies."
President and chief operating officer of Royal Precision, Thomas A. Schneider,
commented, "We are excited about the opportunity that this transaction presents
for our company. Completion of this transaction is part of our strategic
business plan to provide Royal Precision with a second platform to grow our
business and increase shareholder value. Following the closing of this
transaction, we look forward to working with the PH Group management team to
successfully combine our companies."
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PH Group Inc. designs and manufactures a wide range of hydraulic presses for
metal forming applications, primarily in the automotive, aircraft and appliance
industries. The Company's product lines for hydraulic presses range from one to
5,000 tons and are marketed under the names PH Hydraulics and St. Lawrence
Press. The U. S. market for hydraulic presses is estimated to be in excess of
$150 million per year. The Company's injection molding machine product line is
designed for the automotive, electrical, medical and consumer products
industries. The injection molding machines range from 15 to 450 tons and are
marketed under the name of Trueblood V2. The U. S. market for injection molding
machines is estimated to be in excess of $200 million per year.
The proposed acquisition is subject to a number of conditions including the
execution and delivery of definitive agreements acceptable to both parties,
approval of the board of PH Group and Royal Precision, and the approval of
shareholders.
This press release includes statement which may constitute forward-looking
statements made pursuant to the Safe Harbor Provision of the Private Securities
Litigation Reform Act of 1995. These statements, which usually contain the words
"believe", "expect", "anticipate", or "will", are subject to risks and
uncertainties that could cause actual results to differ materially from the
forward looking statements. Factors which could cause or contribute to such
differences could include changes in customer needs, changes in warranty
experiences and other factors detailed in the Company's Securities and Exchange
Commission filings.
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